Ben and Jen 10
by Ben10Man
Summary: Basically a retelling of the whole series but in a version where Ben has a twin sister who also gets her own Omnitrix at the same time as Ben. *CREDIT FOR THE MAJORITY OF ORIGINAL CHARACTERS AND ALIENS GOES TO DRAGONWARRIOR24*
1. And Then There Were 20

**Okay. Now that I'm back I've decided to reboot my stories from my previous account and this time, I'm going to be doing the entirety of the Ben 10 series with Jen in it. She is going to be the voice of reason between her brother and cousin while they're arguing.**

Deep within outer space, a battle was going on in the asteroid belt. There was a small grey ship with twin fins and green spheres on the edges and it was blasted with red lasers. The lasers came from a much larger ship that looked like a larger version of the Spartan Laser from Halo and with red spheres. This was the ship known as the Chimera Wrath.

The green ship flew to the side and fired two green lasers back at it, causing some damage to the hull.

Inside the Chimera Wrath, two humanoid robots were at the controls. They were orange with a black faceplate with four orange dots and spikes on the shoulders.

"Hull damage 20%, but the system's still operational," one of the robots reported.

The captain of the ship was a light green squid-like alien being with a red armored suit and gauntlets and tentacles for a beard and piercing red eyes. This was the alien warlord known as Vilgax.

"I have come too far to be denied!"

The ships exited the asteroid belt as the smaller ship evaded the Chimera Wrath's lasers.

"The Omnitrixes shall be mine and there is not a being in the galaxy that dare stand in my way!"

* * *

On Planet Earth, a 10 year-old boy with brown hair and electric green eyes in his class was folding down a paper airplane. He wore a green shirt with a black collar and went slightly down to the side and had a white '10' on it. He also wore brown pants with extra pockets at the side and black sneakers. This is one half of our unlikely duo, Benjamin Kirby "Ben" Tennyson.

Ben then smiled and tossed the paper airplane that hit the teacher on the back of the head. The teacher, Mrs. Reolf put a glare on her face and he panicked and ducked under his book.

About 15 minutes later, Ben looked up at the clock, begging for the class to be over as the seconds ticked by.

"Come on! Come on!"

"And I just want to remind you all that I'm teaching summer school this year and it's not too late to sign up," Mrs. Reolf said.

"Yeah, right," Ben said as the bell rang once the clock struck 3:00 p.m. "Yes! Outta here!"

The students then stood up from their desks and left the room.

"Have a good vacation and I hope to see you all again in the fall," Mrs. Reolf said. "Benjamin."

Ben halted where he stood and turned to face the teacher.

"Could I have a word with you before you go?" She held up the paper airplane.

Ben groaned, embarrassed, before walking to the desk.

* * *

Meanwhile at the same time, a girl who looked basically like a female version of Ben was sitting at a desk. She had the same hairstyle, only longer in the back and the same electric green eyes, tapping her foot on the ground. She basically wore a pink version of Ben's shirt, complete with the 10, but on the left side of her shirt while Ben's was on the right side. She also had blue pants instead of Ben's brown ones and white sneakers. This was Ben's twin sister Jennifer Heather "Jen" Tennyson, the other half of our heroic duo.

She stared up at the clock with a nervous twitch in her head as she kicked her foot up and down as she looked like she was about to burst from the class at any moment.

 _"Come on, clock. Ben's probably waiting for me at any moment now,"_ she thought to herself as she glared. _"I need this vacation."_

"Okay, class," the teacher said. "I hope you have a good summer and I hope to see you again soon."

That was when the bell rang and everyone shot up out of their seats, especially Jen who grabbed her backpack and practically bolted for the door as she rolled her fist in celebration. "Woo-hoo! Now to find Ben."

* * *

Outside, a kid with black hair, a white shirt and blue jacket and glasses backed up against a tree as two bullies smiled mischeivously.

The first was a boy with tan skin, black hair, brown eyes, and a blue shirt with a cash register on it. This was the leader of the two, Cash.

The second kid was another boy with fair skin, brown hair, glasses, and a yellow shirt with an army green jacket. This was Cash's lackey, JT.

"Normally, we'd take your money _and_ beat you up," Cash said, punching his fist into his hand. "But since it's the last day of school, we're gonna give you a break. Now fork over the cash so we can get out of here!"

"Leave him alone!" Ben said from behind them as he glared at the two.

"Back off, shrimp!" JT said.

"I said leave him alone!"

"Oh, looks like we got ourselves a hero!" Cash mocked. "Suppose we don't want to back off."

The two then walked over to him. "What are you going to do about it, Tennyson?"

The three glared at each other before Ben charged them with a shout.

At the same moment, Jen had walked outside and took a breath of fresh air and exhaled invitingly. "Ah. So good."

Soon enough, two girls walked out of the school and stood side by side to her. The first was had raven-black hair that reaches her ears and curved upward, brown eyes and she wore a tan frilly dress and black shoes. She was also starting to develop breasts on her chest.

The second was a young girl a few months younger than her with short blonde hair tied in pigtails and has chocolate brown eyes. She was dressed in a safari-colored shirt and pants with shoes with different shades of green and Jen smiled to them.

"So," the older girl said. "What are you doing this summer, Jen?"

"Ben and I are going on a road trip around the country with our grandpa," Jen said. "So basically, we're going to have so much fun all around."

"No way! That's awesome!" the black-haired girl said. "I'm going to see if I can get a job before school starts again. Not much you can't do when you come from a family as wealthy as mine."

"Of course, Simone," the younger girl said with a smile. "Your dad's Carl Nesmith. That's got to have some perks."

"At least I'm not a snob about it," Simone chuckled as she and Jen looked to her. "What about you, Casey?"

"I'm going to sign up for an animal care project in the city. We go on trips to places like Africa and Asia to study exotic species of animals. It's going to be awesome."

"Of course it is, wild girl," Simone smiled as the three girls sighed.

"Well, gotta run," Casey said. "My mom wants me home early to get the chores done."

"Same here, I'm going to help my dad with some of his work back at the tower," she said.

"Bye, Simone, bye Casey," Jen waved as her two friends left.

As she watched them leave, she saw a flash of green out of the corner of her eye and saw Ben and another kid getting bullied by Cash and J.T.

"What?!" she said to herself. "How does Ben get himself into these situations? No matter. That's what big sisters are for."

She then started walking over to them with an angry look on her face.

* * *

About a minute later, Ben was being shaken upside-down as his money fell out of his pockets.

"Thanks a lot," The kid said, having his money already been taken.

"I was just trying to help," Ben said.

"Next time you try to be a hero, make sure you can back it up."

"Quiet!" Cash said as the last of Ben's money fell out and he dropped him to the ground.

"Look at the dough." JT said.

"Ahem." The two bullies gasped as they heard a feminine voice behind them. They turned around to see the last thing they ever wanted to see: Jen impatiently tapping her foot with her arms crossed and a glare in her eyes.

"Oh," JT said, rubbing his head in embarassment. "Jen. How's it going?"

"Cash, JT. Am I hallucinating or do I see what i think I see: you bullying my only brother?" Jen asked with a stern look on her face.

"What? No! We're just having a pleasant conversation." Cash said.

"They were bullying a kid for his lunch money and I tried to help, but they then just laughed and proceeded to do the same thing to me," Ben said.

"What?!" Jen said as the screen behind her burst into flames as did her eyes as she glared daggers at the two. "If I were you, I'd return the money to both of them right now!"

Cash and JT shrank where they stood and, panicked, gave them both back their money and then ran away as if their lives depended on it.

Jen then smiled at the two of them running. "They were smart to run."

"Thanks Jen." the kid said as Jen smiled and he left.

"Thanks, sis," Ben said as the two hugged.

"Anything for you, bro," Jen said as they heard a honking and yellowish-grey RV called the Rust Bucket pulled up to the corner.

The driver was a man in his late 50's with white hair and a red Hawaiian shirt with blue pants and brown boots. This was the twins grandfather, Maxwell "Max" Tennyson.

"Come on, kids. We're burning daylight! I want to get to the campsite by nightfall!"

"Grandpa Max!" both of them said in delight as they ran up to the car and entered the Rust Bucket, hugging their grandfather.

"You have no idea how much Jen and I have been looking forward to this." Ben said. But then they turned to see a girl sitting by the window seat.

"Oh no!"

Jen just smiled at the sight of her cousin.

She was a 10 year-old girl with red hair in a pixie cut and wore a long-sleeved blue shirt with lighter blue in the center and a cat icon at the chest and wore a blue hairpin. She also wore white pants and white shoes. This was our heroes' cousin, Gwendolyn "Gwen" Tennyson.

"What are you doing here?! What is she doing here?!" Ben asked in a shout.

"Take it easy, dweeb." Gwen sighed. "This wasn't my idea. Someone convinced my mom that going camping for the summer would be a good experience for me."

"Grandpa, please. Tell me you didn't!" begged Ben.

"I thought it would be fun if your cousin came along with us for the summer." Max said. "Is that a problem?"

"Not at all. Hey, Gwen." Jen smiled at her and gave her a nice hug.

"Well, I may have to go with the worst cousin ever, but at least I also get to spend it with the best cousin ever to balance it out." Gwen said.

"How can you possibly respect this nerd?" Ben asked as Jen sighed and shook her head.

"Because she's family." Jen said.

* * *

"So, how was your school year?" Jen asked Gwen as the two girls talked.

"Same old, same old." Gwen said with a sigh.

"Same here." Jen said.

"I can't believe it." Ben groaned. "I wait all school year to go on this trip and now the Queen of Cooties is along for the ride. No offense, sis." Ben said.

"None taken." Jen said.

"Hey! I had my own summer vacation planned out too, you know!" Gwen said, pulling out a schedule. "Each activity is color-coated so I never did the same thing two days in a row. Now, I'm stuck going camping with my geekazoid cousin for three months. But at least I have Jen, too."

"Geek." Ben mocked.

"Jerk." Gwen shot back.

"Something tells me it's going to be a long summer." Max said as they went onto the highway.

"Bro, could we talk, twin-to-twin?" Jen said, pulling Ben into the restroom. "Look, Ben. I know you don't like her, but she's our family like it or not. She doesn't want to be here either, but it's out of our control now. There's nothing I can do about it. You're gonna have to get used to it."

"I guess you're right, sis." Ben said with a sigh.

"Just watch, she can be reasonable." Jen said as they walked out of the bathroom. "Hey, guys. Can I please have the top bunk?"

"Yes." Gwen and Max said simultaneously.

"See, Ben?" That was when she thought more about it. "Am I going to fall out every time the RV makes a sharp turn?"

"Yes."

Jen then sighed. "Okay, bad example."

* * *

That night the campsite, the kids sat at the picnic table preparing for dinner as Jen strummed her guitar with a great smile as she sang to herself.

"One reason that I actually like visiting you sometimes, Jen's music." Gwen smiled as Jen nodded. "She is so talented. I just know that I'm going to be a star when she grows up."

Soon enough, Max came out carrying a bowl. "Chow time!"

Jen smiled and placed her guitar down. "Alright. I'm starving."

As he placed the bowl down, the three recoiled in disgust as the bowl was squirming with worms that were still alive.

Jen threw up in her mouth a little bit.

"Okay. I give up. What is that?" Ben asked.

"Marinated meal worms." Max said. "Hard to find them fresh in the States. You know, they're considered a delicacy in some countries."

"And totally gross in others," Gwen stated.

One of the worms squirmed out of the bowl and slithered away.

Jen gulped hard. "Okay, I'm sure they're a delicacy in France, but let's face it. They'll eat anything in France."

"If these don't sound good, I've got some smoked sheep's tongue in the fridge." Max said.

"Ugh," Ben groaned. "Couldn't we just have a burger or something?"

"Nonsense!" Max stated. "This summer's gonna be an adventure for your taste buds. I'll grab the tongue."

Gwen and the twins looked at each other.

"Okay. I was looking forward to this trip. Had I known what the food was going to be like, I would've just ran back home and kissed the ground." Jen stated.

"Okay. I've got a half-eaten bag of corn chips and a candy bar in my backpack." Ben said. "What have you got, Gwen?"

"Some rice cakes and hard candy." Gwen said. "And you, Jen?"

"A bag of beef jerky and a bottle of cola."

"Think we can make them last the whole summer?" Ben asked.

The kids groaned disappointedly.

* * *

Back in space, the battle was still going on as the Chimera Wrath blasted lasers at the smaller ship, and eventually hit the back of it, destroying the engine.

"They're propulsion systems have been destroyed," The pilot reported to Vilgax. "Prepare to board!"

"I want the Omnitrixes now!" Vilgax stated.

However, in a last effort of defense, the smaller ship fired a green laser from the top fin and it blasted the upper area of the Chimera Wrath, which caused a huge explosion, which destroyed the pilot and severely injured Vilgax. But not before the Chimera Wrath fired one last laser, which destroyed the ship and there was nothing left but the front.

The ship sent out a space capsule just before it was destroyed and it separated to sent out a pod that was hurtling down to Earth to find it's destination.

* * *

Back down at the campsite, Ben was playing on his gaming system while his sister played her guitar and shook her head rhythmically while Gwen was on her laptop.

Max came up to them holding a bag of marshmallows as they continued on their activities.

"Who wants to roast marshmallows?"

The three of them just ignored him and continued.

"Okay. How about we tell scary stories?"

"Scarier than having to spend your summer with your reek of a cousin?" Ben laughed.

"Ben! That was so uncalled for!" Jen scolded.

Gwen glared at him and turned back to her laptop.

"I'd like to, Grandpa, but I'm busy looking up cures for extreme doofusness!" Gwen mocked. "Nothing yet, Ben, but let's not give up hope!"

"Come on, you two. We're all in this together. Either you can mope around all summer or we can have some fun!" Max encouraged.

"I vote for fun!" Jen said, hopefully.

"I vote for moping." Gwen frowned.

"I'm going to take a walk. Smell you around, Gwen!" said Ben as he got up, left his game on the floor and walked into the woods.

Jen sighed and set down her guitar. "I'm going to go make sure he's okay."

"Go for it." Gwen said.

"Ben, wait!" Jen shouted as she ran to catch up with him.

"I think you're starting to grow on each other." Max said.

"Only in Jen's dreams." Gwen sighed and went back to her Internet.

* * *

"Oh, man! This is going to be the worst vacation ever! I might as well have gone to summer school!" Ben complained as his sister came running up to him.

"Ben, please. You have to get along with Gwen." Jen said.

"Why?" Ben said.

"Two reasons. One, she's family. And two, if you don't you're going to ruin this summer for all four of us!"

Without warning, the two of them looked up to see a shooting star with a pink streak soaring across the sky.

"Whoa! A shooting star!" Ben said.

Jen then cupped her hands and made a wish.

But then, the 'shooting star' change directions and started heading straight for them.

"Oh no!" Jen said. "Run!"

The twins then turned direction and ran. But before they could get far enough, they were thrown by the force of the impact and landed in the dirt.

The comet that landed created a huge crater in the ground as the pair dusted themselves off, walked to the edge of the crater and looked at it.

"It's not a shooting star at all." Jen said.

"It looks like a satellite or something."

The satellite was actually the space pod from earlier as it then cooled off from the heat of re-entry. Then, the ground that the twins were standing on suddenly gave way and the twins came tumbling down and found themselves facing the pod.

The pair of them looked nervously as the space pod opened to reveal two identical watches. One was green and one was pink on the faceplate. They were black-framed with grey supports and had pink and green buttons on each of them.

"Watches?" Ben asked as Jen gulped. "What are watches doing in outer space?" He then got a mischievous grin on his face.

"Oh no. I know that look, Ben. I'm not so sure it's safe to do this without research."

But her warning fell on deaf ears as Ben stuck his hand in and the green watch unhatched itself, jumped up, and clamped right onto his left arm as they both yelped in shock and awe.

"Ben!" Jen asked as the pink watch clamped on her left arm.

"Get off me! Get it off, get it off!" Ben shouted in a panic as Jen seemed to remain a little more cool than him as she shook her arm, but the watches still wouldn't get off.

Ben struggled with the watch as he pulled and pulled, but it just wouldn't budge.

The two climbed out of the crater and climbed right back out. "Grandpa!"

* * *

"Hmm..." Max wondered. "The twins have been gone awhile. But I guess they can't get into too much trouble out here."

"Unless they wind up bear food." Gwen said as Max turned and glared at her.

"Hey, I can dream, can't I?"

* * *

Ben stuck a stick under his watch and tried to pry it off, but it just wouldn't budge. The stick snapped off and he groaned.

"Forget it, Benjamin. These things aren't coming off."

"Easy for you to say, Jennifer." Ben said. He then fell to his knees and started fiddling with the watch. Suddenly, the faceplate popped up. "Woah!"

"Ben, I don't think that-"

The X-shaped faceplate then folded to form a diamond shape and the silhouette of a flame-headed creature with thick hands appeared inside of it.

"Cool!"

Jen then placed her hands over her eyes. "I've got a bad feeling about this."

Ben then pressed down the faceplate and a flash of green light suddenly came out of the watch.

The watch sunk down into his arm and from where it sinked, brown-orange rocks erupted from his skin and worked their way down his body until they reached his eye. Then, cracks appeared in the outline of his now rocky skin and the watch symbol appeared on his chest. His head erupted into flames with a face outline inside and he and his sister both screamed in hysterics.

"I'm on fire! I'm on fire!" Ben screamed and started running and screaming as Jen started backing up in fear, trying not to let her brother burn her. "Hey. I'm on fire and I'm okay." He realized and smirked to his sister. "Check it out. I'm totally hot!"

Jen then put her hands up. "Ben, slow down. You know that I'm scared of fire." She remembered that once upon a time there was a fire in the Tennyson household, which kind of scarred her for life. She's been scared of fire ever since.

Ben then reassured her with hand signals as he turned to a dead tree. "Oh yeah. Here goes." Ben then threw his hand out and tossed a fireball, which shot the branch of the tree off. "Liking it." He put his hands together and pulled them apart to form a bigger fireball. He then tossed it and it destroyed three trees.

"Wait! Stop!" Ben said as he realized he accidentally started a forest fire.

Jen then screamed her little head off and started running for her life.

* * *

From the campsite, Gwen and Max saw the smoke from the fire rising up from the trees.

"What's that?" Gwen asked, getting up from her seat.

"Looks like the start of a forest fire." Max said. "We should let the ranger station know. Probably some darn fool out there, messing with something he shouldn't." Then the two got a shocked realization on their faces. "Ben!"

He then reached into a chest and got out two fire extinguishers and handed one to Gwen.

"You'd better take this."

"What about Jen?"

"She's not foolish like her brother. She would never do anything to start something like this."

* * *

Jen, in a completely panicked state, ducked behind a rock.

 _"Okay, Jen. If there was any time for you to conquer your fear, it's now."_ She thought to herself as she started fiddling with her watch.

"Come on. Ben's watch turned him into some kind of monster. My watch has got to do the same thing!" Her faceplate popped up to reveal a silhouette of a pixie-like creature as she then smirked. "Please let this be something that can deal with fire!"

She then nervously closed her eyes and braced herself, but before she could press down the faceplate, a flaming tree branch fell down in front of her, startling her. As she backed up against the rock for safety, she then slammed her watch against the rock and it released a bright flash of pink light.

Her skin turned an icy blue and started radiating cold air and her eyes shot open to reveal bright glowing pink eyes with no pupils and her hair shifted into blue spikey hair like ice. Her clothes then shifted to a pink ballerina-like outfit complete with the skirt and flat shoes. Her body then shrank to 3 inches high and a pair of insect wings grew out of her back. The watch symbol appeared on the belt of her skirt.

As the light faded, Jen stood there, hovering in the air as the wings beat almost on instinct. She then gripped her shoulders and shivered. "Brr. When did it get so cold out here? Isn't it supposed to be summer?"

She then realized the fire was still there and she flew backwards and setting a hand on the rock. But where she touched, the rock instantly frosted over. She then, awed, looked at her hand and came to a realization. "Ice powers. Awesome!"

She then looked over to the fire and let out a breath as hard as she could, letting out icy cold air, which extinguished the fire. "Let's hope this works." She then flew over to others and started breathing deeply.

* * *

Ben started stomping on the fire in a futile attempt to put it out.

"This would be so cool if it weren't so... not cool."

A short ways away, Gwen was putting out fires as best as she could until she eventually ran into Ben and accidentally put out his fire. When she saw him, she screamed, scared.

"Look, I know I look weird, but there's no reason to be scared." Ben said until Gwen slugged him with the fire extinguisher, knocking him back and then she blasted him with it, causing him to cough up foam.

"I don't know what you are, but you'll stay down there if you know what's good for you." Gwen warned.

Ben focused and summoned a small flame to appear on her shoe.

"Ow!" She jumped back, causing Ben to giggle at her reaction, before putting out the flame, holding her foot up in pain. She then held up the fire extinguisher. "I warned you."

"Don't even think about it, freak."

That caused her to stop and realize that there's only one person she knows who would ever call her that. "Ben? Is that you? What happened?"

"Well, see, this meteor fell from the sky and almost smudged me and Jen except it wasn't a meteor or a satellite but these two cool watches that jumped up onto our wrists and when I tried to get mine off, I suddenly was on fire! Only it didn't hurt when I was starting this mega forest fire!" Ben explained.

* * *

Meanwhile with Jen, she was putting out the flames with her cryokinesis as best as she could before she backed right into Max, who looked at her in awe.

 _A Cryosprite? But their planet is lightyears away!_ Max thought.

Jen gulped at her grandfather as she then held up her hands as if surrendering. "Promise me you won't freak out, Grandpa Max. It's me, Jen."

"Jen? What's going on?" Max asked.

"Ben and I will explain after we take care of this. Less talking, more extinguishing!" Jen said as she breathed a massive breath and extinguished the flame behind him as they ran deeper into the woods to meet up with her brother and her cousin as Ben was explaining the story to Gwen.

"Gwen! Are you al- What in blazes?"

"Hey bro." Jen said, deadpan.

"Jen?" Ben asked as Jen nodded.

"Ben? What happened?"

"Well, when me and Jen were walking, this meteor-"

"Excuse me? Major fire burning out of control, remember?"

"What do we do?" Ben asked.

"My ice powers aren't enough to put this thing out by myself." Jen said.

Max thought for a bit before he came up with something. "Backfire. Start a new fire and let it burn into the old one. They'll snuff each other out. Then Jen can take out what's left of it. Think you two can take care of it?"

"Shooting flames, I can definitely do." Ben said.

"Let's get to work, bro." Jen said before she and Ben flew/ran into the flames and she let out a breath to put out the fire in her way.

Once the twins reached a clearing, Ben cracked his knuckles and let out a heat ray, starting a second fire, which slowly burned into the old one.

Jen then rubbed her hands together and crossed her arms apart and then swept them apart, releasing a massive cold flurry which extinguished the fire.

"Pound it." Jen said as she and Ben lightly tapped fists, only for Jen to singe herself on his molten skin.

"Ow!"

"Sorry!"

Later, the park ranger drove up only to be stunned to see that the fire was already out.

* * *

Back up in space on board the Chimera Wrath, one of the pilot robots was reporting to Vilgax, who was inside of a tank.

"What do you mean it's not there?!" Vilgax asked angrily. "This battle nearly cost me my life and you say the Omnitrixes are no longer on board the transport?!"

Vilgax rose up from inside of the tank and we are treated to a truly grisly site. His entire body was basically mutilated from the explosion from earlier. His entire left side was basically destroyed with the bones sticking out. His right arm and leg were tattered and he was strapped to a breathing apparatus to keep himself alive while his body regenerated.

"Sensors indicate a probe was jettisoned from the ship just before boarding. It landed on the planet below there." the pilot reported.

Vilgax growled and turned to one of his robot scouts. "Bring it to me."

The robot complied and left the room.

* * *

Back at the campsite, Ben and Jen were explaining their story to their grandfather and cousin. Jen was hovering in midair while Ben was just sitting on a log. It's amazing how it didn't burn to a crisp under his weight.

"And you say these watches just clamped up on your wrists?"

Gwen tossed the two a marshmallow and Jen chewed at it as she was unable to swallow at her size.

"Hey this time it wasn't my fault!" Ben said as the marshmallow roasted and he tossed it into his mouth. "I swear!"

"It's true!" Jen said. "I warned him not to but what can I say? Curiosity killed the cat."

"I believe you two, kids."

"Think their going to stay monsters forever?" Gwen asked.

"Hey! I would hardly describe fairies as monsters!" Jen said, crossing her arms.

"They're not monsters. They're aliens." Max said.

The kids then looked at him curiously, wondering how he could possibly know that.

"I mean, look at them? What else could they be?"

"I don't want to be fire guy forever. How am I going to make the little league team this if I charcoal the ball every time I catch a pop fly?" Ben asked.

"And how am I going to be a singer if my voice is as high as it is right now?" Jen asked.

"Don't worry, guys. We'll figure this thing out."

Then, all of a sudden, the watch symbols on Ben's chest and Jen's belt started beeping red and purple respectively and then, after a few seconds, released a bright flash of light of each respective color and then, when it faded, the twins stood there, back to their normal selves.

"I'm me again!" Ben said, in an almost celebratory fashion.

"Me too!" Jen cheered, tossing the remains of the marshmallow into her mouth.

"Aw!" Gwen whined. "Too bad. I liked you better when you were a briquette." Gwen said, holding up a marshmallow.

Ben then started to struggle with the watch. "I still can't get this thing off."

"Better not fool with it until we know exactly what we're dealing with." Max warned.

"Better to be safe than sorry." Jen agreed, nodding her head.

"I'll go check out that crash site. You three stay here." Max said.

* * *

An orange pod launched out of the Chimera Wrath and crashed down in the forest where the pod containing the watches were. It then separated its segments, sprouting three legs with no feet, two arms that sprouted claws with no hands, and its head popped out of the top with glowing red eyes.

It then scanned around and noticed the pod that the watches were stored in and then destroyed it with a laser.

Then, two spider-like drones popped out of its shoulders and they went looking for the Omnitrixes.

* * *

Ben sat on the bumper of the RV, fiddling with his watch and trying to see how it worked.

"I wonder what this does?"

"Busted!" Jen shouted as she and Gwen surprised him.

Gwen laughed.

"Ha-ha, very funny. Like your face!"

Ben went back to fiddling with the watch as the faceplate turned each time he twisted it.

"Ben, you heard Grandpa Max. We really should be careful with these things." Jen stated.

"What's the point of having these if we aren't going to use them?" Ben asked as Jen facepalmed.

"It's hard to believe that we're twins when I'm so much more mature than him." Jen said, half to herself.

"You heard what he said." Gwen said.

"Yeah, so?"

The two sighed.

"Come on! Don't tell me you aren't the least bit curious about what else this thing can do?"

"Alright. I am." Jen said.

"Not in the least." Gwen said.

"Are you sure you're related to us?" Ben asked.

"To be fair, if one of these things was on your wrist, you'd be thinking the same as I am." Ben stated.

* * *

Meanwhile, Max was at the crater in the woods and picked up a peace of shrapnel from the destroyed transport pod.

"I don't like this. Not one little bit." Max said.

* * *

"Look, if Jen and I can figure these things out then maybe we can help people." Ben said, still fiddling at his watch. "I mean, really help them. Not just, you know. Make things worse." That suggestion immediately piqued Jen's interest.

"Are you saying that we could be superheroes?" Jen asked with stars in her eyes.

"You know it, sis."

"I'm game." Jen said as she started to fiddle at her own watch.

"So, what did it feel like? You know, going all alien like that?" Gwen asked, roasting a marshmalllow.

"It freaked me out at first." Jen said. "It was like my mind was transferred into a different body."

"It was like I was me, but also like I was someone else."

Eventually, Ben got his core to pop up again and the image of the fire alien appeared again. "Hey, I think I figured out how I did it. Should I try it again? Just once?"

Ben then twisted the dial three to show a silhouette of an insectoid alien, a humanoid reptile alien, and a canine alien in that order.

"I wouldn't." Gwen warned as Jen popped up her watch's core and it showed the fairy alien again and then she twisted it three times to show a silhouette of a humanoid butterfly alien, a plant alien, and a feline alien in that order.

"No duh, you wouldn't." Ben said as he slammed his core down, initiating the transformation sequence.

The watch sank into his wrist, causing his veins to pulse and expand rapidly, until they reached his eye, which he clenched shut. When he opened them again, they were fully orange. Afterwards, orange fur sprouted all over his body, his teeth turned to fangs and he grew three gills on each side of his collar. He stretched his three-fingered paw out and it sprouted black claws. The watch's symbol was on his shoulder pad and he let out a roar as the transformation ended.

Jen then nodded and slammed her core down, releasing a pink light. Like her brother, the watch sank into her wrist, causing her blood vessels pumped abnormally before they travelled up to her eyes and when she shot them open, her sclera turned green and her pupils contracted into feline slits. Her body started cracking and snapping as her mass built up to that of a teenager and her skin erupted in pink fur with blue stripes. Her hair grew longer into a mane-like state. She rose to the camera and her teeth sharpened to fangs and her face pushed out into a anthro feline muzzle and then the camera shot to the rear view as a long pink and blue striped tail shot out of her spine. She rose her arms up, shot out her claws from her hands and slammed them against the ground and gave a mighty roar like the tigress she now was as the transformation ended.

The two looked over each other, but all the two could articulate was growls and meows respectively.

"Ew!" Gwen groaned, looking over Ben's new form as he drooled involuntarily. "This thing's even grosser than you are normally! Bow wow! Put a flea collar on this mutt!"

Ben roared angrily at her remark.

As for Jen, seeing her brother in that state while she was in her feline form set something off in her due to her new feline instincts. She panicked quickly and jumped on all fours on one of the logs before backflipping onto the RV and finally, swung on a tree branch before settling on there to safety from the alien canine.

"I guess cats are just naturally scared of dogs." Gwen said as Jen nodded from the branch and she turned back to Ben. "And no eyes? What good is this one? It can't see." She then looked at the stick she was holding with the marshmallow on it and got an idea.

Jen then face-pawed herself at what her cousin was about to do.

She then spit on her hands to secure a grip on the stick before winding up the stick before striking it.

Suddenly, Ben's gills reacted to this and sensed Gwen's body heat and that she was about to hit him. He jumped out of the way onto the RV, causing Gwen to fall over and he gave out a grin.

"Okay, so maybe it's not a total loser."

Ben then front flipped back towards her and Jen then got onto the RV.

Gwen pinched her nose at the smell of Ben's foul breath odor. "Two words: breath mints."

Ben then kicked some dirt in his cousin's face before running off into the woods as Jen shook her head in disbelief.

"Ben! Get back here! Ben! I'm telling Grandpa that you turned into some freaky animal monster thing and went swinging around the forest after he told you not to!" She then realized what she just said. "This is one majorly weird day."

Jen then jumped down from the RV and looked at her cousin and gave out her signature baby doll eyes and pouted her lip.

"Oh no! Not the baby doll eyes!" Gwen begged as Jen's eyes shined brighter. "Okay fine! Go after him!"

Jen then smiled and ran after her brother.

* * *

Ben went swinging through the trees. It was surprising how the branches were able to support his weight in this form.

Little did he know that the drones that the robot sent after them were searching for him and his sister. One of them aimed it's laser at him and he sensed its presence before jumping out of the way before it blasted the treebranch. He then started swinging from the trees again avoiding its laser blasts as it destroyed the trees.

The robot searched around blindly but couldn't find Ben due to the smoke before giving up and floating away to search in another area.

Ben was grasping onto a tree before climbing up it so he could get the drop on the robot... literally.

As the robot was searching, Ben suddenly leapt from the tree and grabbed the robot and bit its claws off. The robot tried to shake him off by flying away, but he held on tightly, clawing away at its circuitry and tore the head part off before the symbol started beeping and he jumped off before he was engulfed in the explosion and he turned back to his default form.

He stood up, a few leaves in his hair and looked back towards the small fire on the cliffside. "Yes!" He cheered before he found the other drone and saw it aiming its laser at him. "Uh oh. Not good."

But before the robot could do anything, it was pounced on by Jen as she scratched and bit at its circuitry.

Angry, the robot grabbed her and tossed her off before charging at Ben again.

Worried for her brother, she grabbed one of the falling trees and used it as a bat, swinging it and smashing the robot into the ground before hitting it 3 more times to make sure it was completely destroyed before she timed out and turned back to her default self.

"Nobody messes with my brother except me and Gwen!" Jen shouted, angrily before she calmed down by taking deep breaths.

"Thanks... Hey!" Ben shouted.

* * *

Back at the RV, the family regrouped as the twins sighed, waiting for the punishment Max was going to give them.

"I was worried you two would get popular with those things on your wrists. That's why I warned you not to use it until we know what the heck they are."

"Sorry, Grandpa." Ben and Jen said in unison.

"On the plus side, we figured out how to make them work." Ben said.

"All you do is press this button." Jen said, demonstrating. "Then, when the ring pops up, just dial it in until you've got the one you want to be, slam it down, and then bam! You're one of 10 super-cool aliens! A different set for each watch, though some are the same as we've analyzed."

"What about staying a super-cool alien and not transforming back into plain old pizza face?" Gwen asked.

"We're... still working on figuring that out." Ben stated.

Max stroked his chin and smiled. "With a device as powerful as that watch on you, I'd say we better help you learn. Fast."

The twins then perked up at this.

"Shut up!" Jen said.

"You're actually encouraging us to help people?" Ben asked.

"It's going to take some getting used to. But yes." Max smiled before the twins high-fived.

 _"Mayday! Mayday!"_ A ranger from the radio reported. _"We're under attack by some kind of- I know you're not going to believe me- but robot!"_

"Sounds just like those things that attacked me," Ben said. "They must be looking for the watches. Those people are in trouble because of us!"

"Forget it, bro. Do you really think I want to save your butt twice in the same night?" Jen asked.

"You won't have to. We're going to be saving other people this time, sis." Ben said as his sister sighed.

"You're right. We have to help them!"

"You? What are you going to do about it, Tennyson?" Gwen asked.

"Um, you're Tennyson too, doofus." Ben said.

"...Crap." Gwen said, admitting defeat.

The twins looked at their watches and smirked.

* * *

Outside near the robot attack, the Tennysons reached a clearing as the watches beeped and the twins looked to Max, who nodded in approval.

The twins then dialed their watches to select their forms.

"Eenie," Ben dialed past a ghost alien while Jen dialed past a butterfly alien, "meenie," Ben dialed past an insectoid alien while Jen dialed past the fire alien, "miney," they finally selected their aliens.

"Here goes." Jen said as the two slammed their watches in a mixed flash of green and pink light.

Ben's watch sank into his wrist and it became encased in green diamond before it covered his other arm and his head before it closed around his eye and it became fully golden. Four spike-like diamonds, the lower pair smaller than the upper pair, grew out of his back and his clothes morphed into a bodysuit, black on one side, white on the other. The watch symbol was on his upper left bicep as the transformation ended.

Chlorophyll-filled veins travelled up Jen's arm as the watch sank into her arm and she clutched her eyes closed before they opened, revealing a fully green color as her skin turned a lighter green then her eyes. Her clothes transformed into a plant-themed dress with white daisy-like ruffles with red in between the flaps and her shoes turned into grass-like flats. Her hair transformed into a budded flower on top of her head and pink flower cuffs appeared on her wrists and the watch appeared on the clasp of her dress skirt as she spread out her hands and a flurry of vines spread out as she ended the transformation.

The twins looked at each other and Jen admired her new form. "With this girl, I could save the rain forest in the next few days."

"What do these two do?" Gwen asked.

"I don't know." Ben said. "But I bet it's going to be cool."

* * *

The robot destroyed the RVs in the trailer park with its lasers, prompting the campers to run away in fear as the Tennysons ran up and they gazed in awe at the sheer size of the robot compared to the drones.

"Whoa!" Gwen gasped.

"Looks like Papa Robot this time." Ben said.

"We'll get Gear Head's attention. You guys get the campers to safety." Jen ordered.

Gwen and Max complied and ran off to help.

The twins eyes glowed and they ran off to fight the robot.

As the campers ran away, one of them tripped and a ranger tried to help him get up. But before he could do anything, the robot grabbed him and he screamed.

"Leave him alone!" a voice commanded, catching the robot's attention and it turned its head to see the two aliens. It scanned the two before catching sight of the watch symbols and it beeped in confirmation. It had found what it was looking for.

"You want somebody to pick on? Try us on for size!" Jen shouted.

The robot let the ranger go and dropped him onto his van before firing a laser at Ben, sending him flying into an RV before firing another laser to blow it up.

"Brother!" Jen shouted, careful not to reveal who they were.

The robot then turned to her and readied its laser wrist.

"Ah!" Jen screamed before closing her eyes and crossing her arms in defense, bracing for the impact. Little did she know that the reflex of crossing her arms had caused a shield of roots to form in front of her, blocking the laser from her. She opened one eye, then the other, watching the shield dissipate and the roots went back into the ground. "This girl can control nature? Awesome!"

A green crystal blade came out of the wreckage of the RV and Ben pulled himself out, revealing the blade to be formed from his own arm. "Cool." He said as the arm grew crystal spikes.

Ben then got out of the wreckage and ran for the robot, trying to slice him, but it jumped up, spun its legs around like a helicopter, and landed right on top of him. "Uh-oh. I think I'm in trouble."

Jen noticed this and thrust her hands forward, summoning a ton of vines from the surrounding trees that wrapped around the robot's arms and she pulled back, trying to get it off of her brother.

Meanwhile, Gwen and Max helped the ranger off of his van as the rest of the campers got to cover.

"What is going on here?" the ranger asked.

"Trust me. You wouldn't believe us if we told you." Gwen said. "Now come on!"

The two ran off, but the robot stayed behind as Jen finally pulled the robot back enough to free Ben and the vines snapped.

"I think that this lady's much stronger in the sunlight." Jen surmised, noticing the moon in the sky.

The robot grabbed Ben and threw him right into the ranger's van! Fortunately, he ducked in time and ran away from the scene as Ben recovered and got out of the van's wreckage.

The two dodged the robot's lasers left and right until it eventually blasted a tree, which was about to fall right on top of their cousin. The twins noticed this and Jen wrapped her vines around the tree in an attempt to hold it back for a bit as the vines snapped one by one. Ben then ran under the tree and commanded a huge crystal spike to grow out of his back and it sliced the tree in two and the halves fell on either side of the cousins.

"So, does this make us even?" Ben asked.

"Even." Gwen agreed.

Much to the cousin's surprise, however, the robot grabbed Ben. The robot attempted to rip Ben apart with its other arm, but as it grabbed Ben's arm, Ben commanded it into it's spiked blade form, destroying the robot's left hand completely. The robot then blasted Ben away with the laser on its wrist and Ben landed in a crater.

"Ben!" Max shouted as Jen stepped up and commanded a club made of vines with thorns sticking out of it and a shield made of roots.

"Okay, Bolt Brain. Let's see how you like... Blossom Rose!" Jen said with a bit of flare.

"...Blossom Rose?" Gwen asked, deadpan.

"Oh great. They're naming their alien forms now." Max said.

Blossom Rose then swung her sword and a flurry of thorns shot out of it, sticking in the robot's metal as she blocked his laser with her shield.

Ben got out of the crater and formed his arms into mirror shields as the robot fired another beam. The beam deflected off of his shield and went into another direction.

That was when the twins reached a realization and Jen threw her weapons away.

Ben prompted the robot to fire again. "Come on! Put one in here." Ben said as Blossom Rose rubbed her hands together and commanded her vines again.

"Get out of there!" Max shouted.

"Hang on. I think they're onto something." Gwen said.

Blossom Rose thrust her hands forward and the vines wrapped around the robot's torso and legs holding him in place as he fired and Ben held out his hands and deflected the beam, his crystal body acting like a mirror.

The campers came up to watch the spectacle.

"What comes around goes around." Ben said.

"Let's see how you like it, you techno freak!"Blossom Rose shouted as Ben deflected the laser and Jen pulled her vines to redirect the laser back onto the robot, slicing it in half, and resulting in an explosion.

"Alright!" Gwen and Max shouted.

"Way to go B-" Max stopped himself, realizing he was about to give away his grandchildren's secret identities. "Diamond-headed guy and Blossom Rose."

Blossom Rose then walked up to her brother and smiled. "Pound it." She said as they pounded their fists.

They then looked at the guys watching them.

"Well, I... think our work here is done, sis." Ben said as the two ran away from the scene. "Say, that name has a nice ring to it. Diamondhead."

"I say, we name our forms. We have to call them something." Blossom Rose said.

"Took the words right out of my mouth." Diamondhead said.

Gwen and Max then left the scene as well, leaving the campers confused.

"Who were those two?" a male camper asked.

The others shrugged their shoulders in confusion.

* * *

Back up in space, where drones were making repairs to the Chimera Wrath, Vilgax received the information regarding his scout robot's destruction.

"Failure!? Unbelievable!" Vilgax shouted. "The two humans beings who are keeping the Omnitrixes from me will soon hang from my trophy wall!"

* * *

Back at the campsite, Max and Gwen were finishing packing up their sleeping bags and other luggage back into the Rust Bucket.

Max then noticed two certain twins were missing. "Where are Ben and Jen?"

"I haven't seen 'em since breakfast." Gwen stated.

Soon, a dust cloud came speeding up and two aliens sped to a screeching halt, both of the same species. They were both blue-skinned velociraptor-like aliens with black skin on their arms and legs. They each had a long prehensile tail with blue and black stripes. Their arms ended with three fingered hands with scissor-like claws and instead of feet, they had blue wheel-like spheres at the end of their legs. A blue and black mask lifted from their faces, revealing the green eyes with black markings. They each wore a jumpsuit-like version of their regular clothes with the watch symbols on their chest.

"Guys?" Gwen asked.

"Yep." Ben said. "Turns out we have some of the same forms as the other."

"Hey! Check this out!" Jen said as her mask closed and she grabbed the cooler, TV, sleeping bags, and other luggage and packed it into the car at lightning-quick speed. "Pretty fast, huh?"

And that was when their watches timed out and they morphed back to normal.

"I have a feeling that this is gonna be the best summer ever." Ben said with a smile as his sister smirked.

"You said it, bro." Jen said, jabbing his shoulder.

"Absolutely." Max agreed.

"It's certainly going to be interesting." Gwen admitted. "So, where did you two go off anyway?"

"Just had to run a few errands before our vacation really got rolling." Ben said as Jen rolled her eyes, knowing what they really did.

* * *

Cash and J.T. were hanging from a tree branch by their underpants.

"Dude, how did we get up here?!" Cash asked.

"Not sure." J.T. said. "It all happened so fast."

"Hey! Somebody! Anybody! A little help here please!" Cash called out as the cars rolled past, ignoring them.


	2. Washington BC

A fire was going on in an apartment building in Washington D.C. A mother and son were running for the door only for flaming debris to fall around them. They were about to be crushed and they braced themselves. But the crushing blow never came. They opened their eyes and looked to see Ben as the fire alien that he now called Heatblast holding up the debris.

"Who are you?" the son asked.

"*grunt* I'm here to help," Heatblast said. He tossed the debris aside and rubbed his hands together and then started absorbing the flames in the room into his body. He then led the family out the door.

They went out into the hallway to a staircase.

"This way!"

As soon as he said that, the staircase caved in.

"Uh, on second thought, that way." He pointed to the hallway and they looked to see a dead end with a window. Heatblast then fired a heatray and blasted a hole into the wall and then punched it out of the wall.

After the hole was made, Jen flew up as a new alien. She was a fuschia pink humanoid butterfly alien with pink and purple-patterned wings and two antennae sticking out of her short pink hair. She wore a sleeveless one-piece pink dress with the watch symbol on her belt and no shoes. She was hovering in the air as her wings flapped 12 times per second like a real butterfly. She called this form Battlefly.

"Come. Trust in me," Battlefly said as she held out her hands in a reassuring gesture.

The mother looked nervous as she gestured her son forward and Battlefly took him in her arms as she flew him down to the ground. She then flew back up and did the same for the mother. She then flew back up to her brother and smirked at him.

"You know, I would say Heatblast isn't really a good choice for this situation, but we don't have any aliens that can jetison water," Battlefly said.

"At least this guy can absorb fire," Heatblast said as he vanished in a tornado of fire and turned back to normal on the ground as Battlefly flew down.

The civilians gasped at the sight of the two aliens. Heatblast more so than Battlefly.

"I'm sure you want to thank us personally," Heatblast said. "But really, it's all in a days work for- no way! A Gold Sumo Slammer card!"

He saw that the kid that they had just saved had three Golden Sumo Slammers cards in his hands. Sumo Slammers were Ben's favorite media. He had tons of video games, watched the cartoon, and even collected the trading cards religiously. He had ever colored card except for Golden. He had tried every single card pack he could get his hands on and never got it.

"Where'd you get it? I've been searching all over for that!"

Battlefly face-palmed and shook her head.

"Don't hold your breath, Heatblast. You'd just burn those things to a crisp the way you are now."

"It was a prize inside a box of Sumo Smacks cereal," the boy explained.

Then, the two heard a honk and saw the Rust Bucket pulled up and saw Gwen and Max in the front seat.

"Hey, Super Doofus!" Gwen explained. "The fire was just a diversion to cover up a jewelry store robbery! The bad guys are getting away!"

"What?!" Heatblast and Battlefly explained.

Heatblast looked to the cards and then back to Gwen. "Uh, I knew that."

"Let's go, Heatblast!" Battlefly ordered as Heatblast got into the Rust Bucket and Battlefly flew beside it as they took off.

* * *

At an intersection in the city, a car that was driven by the robbers sped right by, ignoring the stoplights and with no regard for the lives of the civilians as they ran away to the sidewalk. As they looked in the rearview mirror, they saw that the Rust Bucket was on their tail with Battlefly flying next to it, beating her wings rapidly.

As Max drove, he smelled something burning. He looked to see smoke coming from the seat Heatblast was in due to his molten skin.

"I knew I should've bought those asbestos seat covers when I had the chance," he deadpanned.

"Sorry, Grandpa, I can't help it," Heatblast said. "I'm hot."

Soon, Gwen blasted him with the fire extinguisher to put out the fire he set to the seat. It put out the fire on his head that instantly reignited.

"Ten superheroes on that stupid watch and you pick the one with the flaming butt?" Gwen asked.

"Well, Heatblast is all he has that can deal with fire," Battlefly said into the open window.

"Jealous?" Heatblast asked as Gwen blasted his butt with the fire extinguisher again.

The two cars turned a corner and Heatblast leaned out the window as his sister flew slightly next to him.

"Ready?" she asked, readying her arms.

"Born ready," Heatblast said as he put his hands together and formed a fireball in his hands that he tossed at the robbers' car that hit the back, sending it flying in the air. "Stee-rike!"

The car slammed back down, still on its course. Battlefly then spun her arms rapidly in a circular motion and created a small cyclone that she blasted at the car, sending it flying right into a brick wall as the driver screamed and the car crashed down to the ground as the robbers rubbed their heads in a daze.

The twins then pulled the ruined doors off of the car and glared.

"Unless you guys want a permanent sunburn, hands against the wall," Heatblast ordered.

"That means you," Battlefly said as the robbers obliged.

Then, the watch symbols started beeping and Jen looked nervous.

"You guys picked the wrong day to be bad-." Heatblast said as Battlefly crossed her hands over her neck a few times as the watches gave out a flash of red and purple light and the twins returned to normal, Jen landing on the ground as she was still hovering in the air as Battlefly.

"-guys," Ben finished.

"Huh?" one of the robbers said, noticing the change in his voice as Ben looked to see the twins, Ben looking confident and Jen looking worried. "Hey! It's just two kids! Get the jewels."

Ben then looked over himself and then saw his dead watch with the red faceplate. "Wow, time sure flies when you're having fun."

"Why can't these things have clocks so we can tell how long there is until we turn back?" Jen sighed before chuckling. "We've decided to let you guys off with a warning this time."

Luckily, some police cruisers came riding up and the cops got out and pointed their guns at the robbers.

"Freeze!" one cop ordered.

"They're all yours officers!" Jen smiled.

"Now I know you all want to thank us but-" Ben started.

"Step aside, kids, this isn't playtime," the cop said, handcuffing one of the robbers.

"Playtime?" Jen asked. "But we're the ones who captured them!"

The officer ignored them as he and his partner carried the robbers away.

"It's not fair!" Ben shouted. "We're the heroes! Aw man!"

"Sometimes I wish we could just reveal what we can do. Just to see what it's like to get credit for being a hero," Jen sighed.

"I know, kids. But it's not just for your own safety. It's for your families as well." Max said.

* * *

The next morning elsewhere, a man with a bald spot on his head in a suit was knocking on an apartment building with a sign hanging over the door that said "Dr. Animo."

"Animo!" the man said. "I know you're in there! Open up!"

The man entered the apartment and heard a bunch of animal sounds and saw a bunch of cages with a bunch of animals in them. There were birds, reptiles, and mammals of all sorts. he took a whiff of the air.

"Ew. Smells like a zoo in here," he said. That's because it kind of was a zoo.

As he wandered, a shadow appeared behind him.

He looked into one of the cages, a bullfrog leaped out of a log with a ribbit and the shadow walked up behind him, stepping into the light and startling him.

The shadow was revealed to be a man with ultra pale-almost green skin that obviously hadn't seen the sunlight in a few weeks. He had white hair in a ponytail, brown eyes, and crooked teeth. He wore a blue shirt with a brown vest, orange pants, and black gloves and boots. This was obviously Dr. Animo.

"How did you get in!" he demanded.

"Past key," the man said. "I am still your landlord, remember? Probably not since your rent is six months past due."

"All of my funds go into my research," Animo said. "Now get out! You're disturbing me." He went back to his animals.

"Looks like you were disturbed long before I got here, pal," the landlord said. "Listen, Doc, you and your furry friends are out on the street unless you pony up the green."

"Pony up," Animo said. "Interesting choice of... phrases." He said the frog down onto a table. "You must be an animal lover. Then you're gonna love this." He placed some sort of helmet on his head that looked like it was made from a pasta strainer and other parts. It had two antennae-like protrusions on it and a strap on the bottom of it. He also placed some sort of strap over his vest with some sort of dial at the strap that connected it.

The landlord just laughed at how ridiculous Animo looked. "What's that? You're a member of the moose lodge or something?"

"This is my Transmodulator," Animo explained. "Phase Number One: It creates and accelerates mutations at the genetic level. Observe." He turned the dial on his chest, boosting the power.

Red sparks shot out of the Transmodulator and blasted the frog. Right before their very eyes, the frog began to grow and mutate into something truly monstrous. It was now about ten times its normal size and now had four red eyes, multiple orange growths all along its body, some crests on the its head and it now had two horns sticking out of its temples, making it seem like a literal _bullfrog._

The landlord screamed as the mutant frog chomped down on him and started chewing him. He continued screaming, but it was muffled inside the frog's mouth.

"I'm sorry," Animo said with an evil grin. "I can't hear you. Sounds like you have a frog in your throat. *laughs* Or is that the other way around!? *laughs maniacally*"

The frog then spit the landlord out and he crashed against the wall, covered in gross green saliva. He groaned in pain before passing into unconsciousness.

Animo held up a photo and glared. "So close to having what is rightfully mine. All I need is a few lousy components to finish my work!

 _"So whatever you needs from hairspray to state-of-the-art electronics, you'll find under one roof at the grand opening of the district's newest Mega Mart!"_ an advertisement said over the Television, (which, for some reason I can't explain, Animo left on) conveniently.

"Ah, just what the Doctor ordered," Animo said, grinning evilly.

* * *

Speaking of the Mega Mart, our heroes were shopping there now. Ben looked to his side and noticed the cereal isle. He then stepped aside to find the Sumo Smacks cereal and at the bottom left corner, there was a caption that said "Free: Inside Sumo Slammer Cards."

"Sumo Slammer cards! Cool" he exclaimed.

He then grinned mischievously as he got an idea.

* * *

Back with Jen, Gwen, and Max, who were standing with the shopping cart, Max picked up a can.

"Only canned octopus? I thought this store prided itself on wide selection," Max complained.

"Uh, Grandpa? No offense, but can we please, please, please have a normal dinner just once on this vacation? One that doesn't involve stir-fried tentacles?" Gwen asked.

"Please. I don't know how much more of your cooking my stomach can take! I'm not Japanese!" Jen said, practically crying.

"Nonsense," Max smiled. "Now where do you suppose they keep the sheep's bladders."

At that, Jen looked like she was about to burst into tears at when the cousins saw a blast of green light and instantly knew what that meant.

"Ben!" Gwen scolded as the two looked to see the cereal isle absolutely ransacked and was an absolute mess as Jen rubbed her temples in frustration.

"Sorry, Gwen. I can't take him anywhere," Jen said.

They walked down the isle to see a box fumbling around.

"Aw man, another Red Card!" a nasally voice complained from inside the box.

Jen pulled out Ben and held him in her grip. He was a four-inch-tall grey-skinned frog-like alien with large green eyes with rectangular pupils. He wore a green jumpsuit with a black stripe going down it and had the watch symbol on his back. Ben called this form Grey Matter.

"What are you doing?" Gwen asked, angry.

"Uh, looking for the Gold Sumo Slammer card. Duh!" Grey Matter said.

"Ben! We're supposed to use our powers to help people. Not find some stupid trading card!" Jen scolded. "As Spider-Man always goes by, 'with great power comes great responsibility.'"

Unfortunately for the kids, one of the employees named Regis as it said on his name tag walked up behind them. Jen panicked quickly and held Grey Matter behind her back to hide him.

"Just what do you think you're doing, young ladies?" Regis asked angrily.

"It wasn't us! It was my brother!" Jen said.

"Well, no matter who it was, somebody is going to have to pay for all this!" Regis said.

The girls groaned in frustration.

* * *

The family's shopping cart was now filled with cereal as Jen slammed her head against the wall, not caring about the headache given how much of a headache she already had with her brother's antics.

"So, why are we buying all this cereal?" Max asked.

"Well, we would've only had to buy the one I found the Gold Sumo Slammer Card in if Gwen didn't but in with her big butt!" Ben yelled, now back to normal.

Jen gasped at that and twitched her right eye in shock.

"Hello! You were trashing the whole cereal isle just to find some stupid piece of cardboard!"

Jen walked over and placed her hands on her brother's shoulders.

"Ben, I appreciate how much this card means to you. But don't you think you're getting a little obsessed?"

"Maybe you're right, Jen. I don't deserve a Gold Sumo Slammer card. I mean, it's not like I saved a bunch of people from a burning building or anything like that!"

"One, we saved those people together. And two, if we could reveal that we were the ones who did it, we would get so much more than just a measly card! Now I know that you're obsessed." Jen said.

"Superhero guilt?" Gwen asked. "That's pretty low."

"Whatever it takes," Ben said.

"Why? Why would you embarrass me like that?" Jen asked, disappointment clear in her face as they walked on.

* * *

As they continued into the electronics isle, Ben noticed a stand with the cards in it.

"Wow! Sumo Slammer Cards! The complete set!"

"Let's check out the pet department," Max suggested.

"I'll stay behind and make sure he doesn't get into trouble," Jen said as Max nodded.

"Please tell me you aren't looking for our breakfast," Gwen begged.

Jen looked confused as they walked away. "Yeah, why are they going to the pet department. We don't even have a pet." She walked over to Ben who was staring at the cards. There were 5 different cards: two red in a different pose, two blue in a different pose, and the rarest of them all: the gold sumo slammer card.

"Someday, you will be mine," Ben said as the other cards faded from his view and the gold card shined brightly.

"Ben, look. I'm a fan of Sumo Slammers too, but I'm not obsessed with it. Don't you know it's wrong to destroy tons of unpaid cereal boxes just to get a card?" Jen asked.

"It's not just a card. It's something that almost nobody has! I'll do what I can to get it and nobody is going to stop me."

Jen sighed and face-palmed. "Seriously. Sometimes, I can't believe that we're twins."

"Me either."

Then, there was a sudden rumbling and the television showed static and shook before some fell off the shelves. Sensing what was about to happen, Jen tackled Ben out of the way as the wall caved in and Dr. Animo appeared, riding on his mutant frog. He was now wearing red goggles and had discarded his vest.

The twins then looked at each other in worry and shock.

Animo then jumped off of his frog and then started gathering the chips from one of the shelves into a bag.

"Hey! What do you think you're doing?!" Jen shouted, getting the doctor's attention.

The mutant frog then shot it's tongue out at them, which they narrowly avoided by side-stepping, only to hit a stack of boxes which caved in on top of our two heroes. They then stuck their heads and arms out, dazed.

Animo then stepped up to them once their vision cleared.

"Don't be a hero, kids. Just run along and play!" Animo ordered.

Ben looked at his watch, which was still in the red.

"You are so lucky that I _can't_ go hero."

"Maybe if you weren't so obsessed over a certain trading card, you could stop him." Jen whispered.

"Alright, I'll give you that one." Ben said. "It's up to you."

Jen then looked at her watch and crawled back into the boxes just before Animo walked away and got back onto his frog and two security guards ran up to the scene.

"Get down off that... giant... frog and put your hands up!" one of the guards ordered.

The frog then leapt away in the direction of the pet department.

"Uh, we got a grab-and-dash in electronics. Male, 5'6", riding a on a giant, uh, frog or toad," the security guard reported into his walkie-talkie. "Trust me, you can't miss him."

Then, there was a flash of pink light out of the pile of boxes and then, Jen's feline alien form that she now called Wildcat came bounding out with a snarl and ran after Animo.

Ben then looked at the guards and shrugged. "Strange day, isn't it." He then ran after his sister.

* * *

In the pet department, Max was looking at his shopping list while Gwen played with a hamster.

Suddenly, Animo and his frog leapt in and Animo adjusted his Transmodulator and used it to mutate the hamster into a giant version of itself with 8 red eyes like a spider and then did the same to a parrot in its cage.

"Arise to your full potential, my pets!"

That was when Ben arrived from one corner and Wildcat pounced up onto one of the shelves, seeing the giant pigeon and hamster, which were normally food for felines. She then narrowed her eyes with a smirk, smiled, and licked her lips in anticipation.

Ben went running after them and saw the new mutants and Gwen and Max went running for their lives, screaming.

The mutant hamster pursued them before being tackled off of the shelf by Wildcat as she then kicked him off of her with both legs, into a stack of boxes.

"Oh, man. What kind of pet food are they selling around here?" Ben asked, surprised.

Wildcat then stood in front of her brother, cousin, and grandfather protectively as Animo and his three mutants stood in front of her.

"Back down, Wildcat. There's no way that you can handle all three of them by yourself," Max said, putting a hand on her shoulder and she purred disappointedly.

Animo spread out his arms and announced his presence. "Behold! The genius of Dr. Animo! Nothing can stop me from getting what I deserve! Mark my words: today, I will make history! Or should I say _pre_ -history!"

"If you didn't go cereal-diving, one of those heroes could seriously help your sister stop us from becoming hamster chow!" Gwen whispered.

The hamster attacked, causing them to run away.

Wildcat then tackled the hamster and they started clawing at each other as Wildcat slashed its arm, causing it to screech in pain. The hamster then slammed her in the gut, causing her to fall net to Ben, but not before adjusting her falling body and landing on all fours.

Ben looked at his still-charging watch and then at the giant hamster. "I don't need to go hero to stop an overgrown furball."

Wildcat snarled at him.

"Sorry."

The mutant hamster stalked Gwen and Max before it was hit in the head with a football. It then turned its head to see Ben, wearing a helmet and riding a scooter. It then charged after him as he went on his scooter before Wildcat went charging after the two.

The three raced through the store's aisles before the hamster pounced, knocking over several jars of mustard as Wildcat tackled him and bit him in the shoulder. Ben then skated over the pair, the shelf acting as a ramp, before the hamster broke free and almost ate Ben like a Piranha Plant. Ben then landed on another shelf and it tipped over, trapping the hamster underneath the two shelves as Wildcat backflipped off of the shelf and transformed back into her default form in a flash of purple light and landed in a crouched position as Ben took off his helmet.

Gwen and Max walked by as the hamster collapsed from exhaustion.

"Uh-huh! That's right! Not even giant hamsters can beat the Tennyson Twins!" Ben cheered.

"Right here, bro," Jen said as Ben high-fived her.

 _"Clean-up on Isle 6,"_ the manager said over the intercom.

Then, Animo's frog landed near them.

"Young fools! You cannot stop me! I will turn Washington D.C. into Washington _B.C._!"

Then the mutant parrot flew by and Animo leaped onto it as it flew out of the skylight, destroying it, with the frog following close behind.

Jen dusted off her shirt and pants and gave out a sigh.

Then, a couple of store employees walked by them as Jen fell to her knees and started breathing heavily. "You saved the store! If there's anything I can do to repay you, just say so."

Jen then perked up and zipped away.

Ben then smiled as he thought about the Gold Sumo Slammers card. But before he could say what he wanted, Max picked him up.

"Grandpa! I was finally about to score the Gold Sumo Slammers card!" Ben complained.

"No time for that, now, Ben. We have a giant parrot to follow," Max said as he went for the Rust Bucket.

Gwen smirked as Ben stared disappointedly and followed them.

* * *

Outside as they got in the Rust Bucket and Max strapped himself in.

"Wait. Where's Jen?"

Jen then burst through the doors with a shopping bag in her hands and ran for the Rust Bucket and tripped on the step, collapsing inside and spilling a bunch of DVD cases all over herself.

"Sorry. Can't turn rewards down. Just went through to get a few more movies for my collection," Jen chuckled, picking herself up.

Gwen and Ben then stared as they picked through the DVDs she had gotten.

" _Inglourious Basterds_ _? Pulp Fiction? Django Unchained?_ You're a Tarantino fan?" Gwen asked, shocked.

"Um, yeah. He's only my favorite director in Hollywood. I've also picked up some Coen Brothers films, some Spielberg, some Scorsese films. Oh, and even some Cameron films." Jen said, holding up a copy of _Aliens._

Max then sighed and drove off. "These kids are never going to be able to sleep with these kind of movies in the car."

* * *

Later, after night has fallen, the Rust Bucket is still following Animo riding on his parrot.

Ben was in the front seat looking quite irritated that his sister was able to get her reward and he wasn't. Meanwhile, Jen was picking through her new movies and Gwen was on her laptop, researching the team's foe.

Max smiled at the chase that was going on.

"Ah, just like the good old days before I retired."

"So exactly what kind of plumber were you, Grandpa?" Gwen asked.

Max got a nervous look on his face. "Uh-uh-A darn good one."

Jen then got a suspicious look on her face. "Yeah, how can us chasing after a crazed scientist riding on a giant parrot remind you of fixing toilets?"

Max then noticed the disappointed look on Ben's face and quickly changed the subject. "Hey, Ben. Why Are you looking so down?"

"We saved an entire Mega Mart from being a giant hamster's chew toy and what do I get? Nothing!" Ben complained. "Meanwhile, my sister gets a whole shelf's worth of movies. It's not fair."

"Being a hero isn't about others knowing you did something good, it's about _you_ knowing you did something good," Max inquired. "Being a hero is its own reward."

Jen then looked at the movies in the box that she had gotten and then had the worst sinking feeling in the pit of her stomach.

"Were you reading greeting cards at the Mega Mart?" Ben asked.

"Well, yes."

Gwen then gasped as her laptop beeped. "Bingo! Five years ago, Dr. Animo was a promising researcher in veterinary science. But it turned out, he was doing all kinds of twisted genetic experiments where he was mutating animals. And when he didn't win this big prize called the Verities Award, he flipped out." She then turned to her cousin with a smirk on her face. "Anything about this sound familiar, Ben?"

Max then looked out the window and saw the parrot make a left turn behind some buildings.

"We've lost him. He could be going anywhere in Washington D.C."

"Or Washington B.C. as he put it." Jen stated.

Ben then perked up at the 'B.C.' part. "That's it! I know where he's going!"

* * *

"The Natural History Museum," Ben said as the four were standing in front of said monument.

"I always wanted to visit the Smithsonian. I just never thought that it would be this way," Jen said.

Ben then leaned down and picked up a giant feather, obviously from the mutant parrot.

"Something tells me we're on the right track," Max said. "Good thinking, Ben."

"Guess even a doofus can surprise you once in a while," Gwen complimented.

"You should know," Ben said as they walked inside.

* * *

The group made their way into the B.C. section of the museum, when Jen picked up something on one of the stands. It was a chip from the Mega Mart.

They then saw Animo by the mastodon figure. He then sensed them behind him. "You are very persistent. I hate persistent."

"We all know about you and your freakazoid experiments, Dr. Animo! It's over!" Jen stated.

"Oh, but it's only just begun. See, I only needed a few components to push my work into Phase 2. Reanimation of dormant cells."

"Uh, does this guy come with subtitles?" Ben asked.

That was when Jen's eyes widened with horror. "Oh no. That means-"

"That's right, little girl! Bringing back life into that which has been long since lifeless! Observe!" He adjusted the dial on his Transmodulator and fired the beams at the mastodon, which came back to life with glowing red eyes and then stepped off the stand as the Tennysons stepped back in horror. "Behold the genius that is Doctor Animo!" He then ran away from the scene.

"Now would be a really good time to go hero," Gwen told the twins.

"No duh!" Ben said.

"You guys get Animo. We'll handle Jumbo," Jen said as she and her brother slammed their watch cores down. The screen split in two as the transformations occurred.

The watch sank into Ben's watch and his blood vessels expanded rapidly before spreading across his entire body, which eventually reached his eyes, which he clutched shut and when he shot them open again, they were fully golden. A second pair of arms shot out just below his primary pair and his muscle mass grew exponentially. His feet morphed themselves to only have two toes and his skin turned red with a few black crests on his face and he grew a second pair of eyes beneath the original ones. He wore a green and black one-piece bodysuit before he shot a pose. This transformation was known as Four Arms.

Jen's watch sank into her wrist before brown fur spread up her hands and then spread all over her body. Her eyes turned yellow with green sclera and her hair hardened itself into quills before it grew out into several spikes and grew down her back. Her front teeth grew larger before she spun around like a ball before the transformation ended. This form was known as Needle Mouse.

As the lights faded, Four Arms cracked all four of his knuckles while Needle Mouse got into a crouching position.

"Let's wrestle," Four Arms said before he charged forward, grabbed the mammoth's tusks, and brought it down to the ground while Needle Mouse spin-dashed away a la Sonic the Hedgehog.

Gwen and Max went to stop Ultimo only to be stopped dead in their tracks by the mutant parrot.

Gwen then looked to her side and saw a spear being held by a stuffed caveman in one of the exhibits. She grabbed it, swung it around like a bo staff and brought it down on the parrot's head before she slammed it into it's beak as it slammed it shut, breaking the spear and then ran away.

"The twins aren't the only one's with skills," Gwen smirked as they moved forward, Max in a state of shock.

However, they arrived too late as Animo used his Transmodulator on the Tyrannosaurus Rex skeleton. It then regenerated flesh and blood as it stepped off of the exhibit. It was still missing some chunks of skin, showing the muscle.

* * *

Meanwhile, Four Arms was tossed back into the wall, leaving a dent as he saw the mammoth charged him.

Needle Mouse saw this and jumped down from the balcony with two of her quills in her hands as she brought them down on the mammoth, who shrieked in pain and thrashed around wildly with her hanging on for dear life.

Four Arms ran in and punched it in its trunk. Unfortunately, it wrapped it around him and tossed him into another dinosaur skeleton, leaivng him dazed. "You are going down, Peanuts!"

Needle Mouse was then bucked off of the mammoth and into a stuffed sabre tooth tiger.

"Okay, no more Ms. Nice Alien!" she shouted as she hopped onto Four Arm's upper left hand and started to spin dash.

"I like the way you think, sis." Ben said as he tossed his sister like a javelin and she slammed right into the mammoth, who then crashed into the pole and it collapsed on top of it.

Needle Mouse stumbled out, woozy from spinning around so much.

"Are you okay?" Four Arms asked.

"But, Mommy, I don't wanna shampoo the cupcake," Needle Mouse said with a look as she then passed out on the museum floor.

Four Arms then ran over and picked up his sleeping sister and ran towards their cousin and grandfather.

* * *

Speaking of whom, the pair of them ducked as the T-Rex's tail demolished the entryway they were standing by as Animo rode it to leave the museum.

"I'd love to stay, but I have to claim the award I so richly deserve!"

At that, the T-Rex crashed through the wall towards the hall where the award was being given out.

As Gwen and Max stood there, stunned, the mutant parrot swooped in and grabbed Gwen and flew away with her screaming.

"Ben!" Max shouted.

Four Arms ran out of the ruined wall, as Needle Mouse, who had recovered at this point, peeked out with a gasp as Four Arms leapt up using his strong legs to try to catch the parrot.

Max picked up a note that was left behind and pondered.

The parrot let out a yelp and looked back to see Four Arms gripping onto it, loosening a few of its feathers.

"No 'bye bye' for you, Birdy!"

The birdy then shook him off for a few seconds as the watch timed out as he fell to the earth. Luckily for him, he was still transformed when he hit the ground, leavingbehind a massive crater as the watched timed out in a flash of red light. Ben crawled out of the crater to see the parrot fly away with his cousin in tow.

"Gwen!"

Then, Max and Jen, who had also timed out at this point, came driving up in the Rust Bucket.

"Somebody call for a taxi?" Max asked as Ben got in.

"Don't lose sight of it this time!" Jen ordered as the RV sped away.

* * *

"Spend a summer with your grandpa, honey. It'll be an adventure," Gwen mocked her mother with a deadpan look and her arms crossed as the parrot flew away, grasping her backpack.

* * *

Meanwhile on the ground, the T-Rex roamed the streets, throwing the civilians into a panic as they ran away from it as it crushed a bus with its massive feet. Then, it let out a massive roar.

"Ah, I, too love my work," Animo said.

The camera zoomed in to its left foot, where a Gold Sumo Slammer card was stuck in its middle toe under its claw.

* * *

The parrot held Gwen's backpack in its beak atop the Washington Monument.

Gwen was freaking out as the backpack could barely support her weight. Then, she got an idea and pulled her cellphone out of her pocket.

"Well, my mother said only to use this in an emergency." She dialed a number and held the phone to her ear. "I think this qualifies."

* * *

The Rust Bucket sped through the streets as the twins and Max looked for the parrot.

"No sign of Beak Breath," Ben analyzed.

"There can't be that many places for a parrot the size of an elephant to roost," Max said before handing them the note. "Here, look at what Dr. Animo left behind."

Jen took it and the twins looked at it. " _Dr. Kelly accepts Verities Award."_

"He's gonna finally pick up his award!" Ben realized. "We've gotta stop him!"

"First thing's first. We gotta find your cousin," Max reminded them.

Then, the phone on the raidator rang and it showed that Gwen was dialing them.

"Gwen!" They all exclaimed.

"Hang on, cuz! We're coming!" Jen said as the camera zoomed to the parrot taking flight from the Monument, with Gwen clinging to the flagpole for dear life.

"I can't hold on much longer!"

Then, she lost her grip on the cellphone, which came plummeting down to the earth.

They parked the Rust Bucket and got out just as the phone hit the ground, shattering into a million pieces.

"Oh no!" Max exclaimed as they looked up. "Gwen will be next!"

The twins then looked at their watches, which turned green and pink, signifying they were ready for action.

"Not if we can help it!" Jen said.

"It's Hero Time!" Ben shouted as they slammed their watches.

Jen's watch started surging with pink energy then covered her whole body with a pink energy surge, and she float in the air as she spun around then curled up as her body got wrapped by multiple lava-like silks until she was conceal within the lava-theme pupa then changed to orange crystal form. The pupa start cracking then a long insectoid arm with three claws, spikes on the arm and coated with orange exoskeleton smashed of the pupa then her long legs with long thin talons and finally her head, which she matured to a young woman with light-orange skin and wore crown-like horns on her head, has C-cup breastbones, very large abdomen with light-like orb at the bottom tip and a pair of large skin-like wings. Her clothes consisted of a one-piece pink and white bodysuit with wholes for the legs. She is now a humanoid firefly-like creature with the watch symbol on her forehead. She floated around gracefully as she open her eyes, revealing her black needle-like pupils with green sclera as she gave a elegant smile, threw a kick in the air, spun around and float gracefully as she finished her transformation. This transformation was Firefly.

Ben's watch sank into his arm as the skin hardened and turned into a green exoskeleton with the hand becoming black with three clawed fingers. His head morphed, growing four golden insectoid eyes that blinked vertically and his face turned black. His body reshaped, becoming insectoid, as six green insect legs grew out of his sides, two green silk wings grew from his back, and his abdomen grew a large black stinger. The watch symbol appeared on his forehead as he flapped his wings in a pose. This transformation was Stinkfly.

As the transformations ended, Firefly turned to Stinkfly.

"Come, brother. We must save our cousin!" She then flapped her wings and flew up towards the monument.

"Since when are you in charge?" Stinkfly asked as he followed her.

"I am the older sister."

"Only by three minutes."

Gwen then finally lost her grip and went plummeting to the ground, only to be saved by Firefly as she grabbed her.

"I've got you, Gwendolyn!"

"Huh?" She then looked to see who caught her and looked to see her cousins as insectoid aliens. "Butterfly."

"Firefly," she corrected as she swung her onto her back.

"And I'm Stinkfly," he said, flying by his sister.

Gwen sniffed and barfed in her mouth. "Ew! This thing is grosser than you are normally!"

"I can't help how I smell in this form."

"Whatever. Anyway, thanks for the save." She then looked to see the parrot following them. "*gasp* Incoming!"

"Hang on!" Firefly shouted as they avoided the bird gracefully, doing aerobic tricks, much to Gwen's displeasure as she was becoming nauseous.

Soon, as Gwen rode on Firefly's back, the parrot grabbed at her with its talons. Fortunately, Firefly ducked to save their cousin.

"How rude. It's not becoming of a lady to act like this, but it's what a hero does," Firefly said as she turned around and presented her rear to the parrot before firing a heat ray from it that blasted it's wing, scorching off a few feathers and the parrot screeched in pain, but ignored it as it continued to chase them.

Gwen was getting a little green in the face at this point. "Oh. I think I'm going to be sick."

"It's not very becoming to puke on a queen, Gwendolyn," Firefly stated as the twins bee-lined towards the Washington Monument.

* * *

Soon enough, Max had made it to the top floor next to the windows of the monument after climbing the long flight of stairs.

"Like it would've killed the Founding Fathers to install an elevator," Max said, gasping for breath in exhaustion. Soon, he looked to see the fight from out of the window.

Firefly and Stinkfly looked to see their grandfather leaning out of the window signalling them.

"We can't shake Cracker Breath!" Stinkfly said. "You're going to have to trust us!"

"Trust you?!" Gwen shouted as they neared the window.

"Now, Ben!" Firefly shouted as she flew down, Gwen flying off of her only to be caught by Stinkfly by the arms. He then flew towards the window and dropped her into their grandfather's arms before flying back down the foundation of the monument.

"Come to Grandpa," Max said before they looked to see the parrot closing in on them, prompting the two of them to scream at the top of their lungs.

Fortunately, the twins tackled it into the monument's side and then threw it to the ground, where it fainted.

"You don't pick on Gwen!" Stinkfly shouted. "That's _my_ job!"

"Go! Stop Animo!" Max ordered.

"What about you?" Firefly asked.

"We'll be fine!" Gwen reassured them.

The two of them nodded and made a bee-line for the University where the Verities Award was.

* * *

At Kelly Industries, Professor Kelly was giving a tour to two visitors. They were at a trophy case where he was presenting the Verities Award that he won in Animo's stead.

"And here is my Verities Award," Kelly said. "Of course it was an honor just to be nominated along with a group of distinguished scientists."

Suddenly, the room shook violently like an earthquake. And then, Animo and his T-Rex burst through the window, shattering it to smithereens. The T-Rex stopped as Animo glared down at his rival.

"Kelly! I believe you have something of mine!" He jumped down from his steed and seized the award. "I'd like to thank the committee for this honor!"

Then, as the T-Rex was about to eat Kelly alive, the twins came in and slammed the T-Rex across the face with their stingers. The T-Rex retaliated by slamming them with its tail and the collided with the wall and slumped to the ground, dazed.

Then, Stinkfly noticed the Gold Sumo Slammer card that was shaken loose from the T-Rex's talon. "Whoa! I struck Sumo Slammer gold!"

The two insectoid twins then noticed the T-Rex picking up Kelly by the jacket of his suit as the other scientists stood back helplessly.

"Somebody help me!" Kelly shouted.

"Oh man. This hero stuff ain't easy!" Stinkfly took off, casing another rockslide as Firefly noticed it was about to crush the card.

"Eh. What the heck." She then beat her wings rapidly to blow the card away from the rockslide before joining her brother.

The T-Rex tossed Kelly up and opened its jaws to eat him. But just before he landed in them, Stinkfly flew by and caught him.

Firefly then tossed two fireballs at him, scorching the side of his face as Animo glared at them.

"What are you pests!"

"I am Firefly!"

"And I'm Stinkfly! And we're here to kick some tail!" Stinkfly said as he set Kelly down.

"I'd like to see you try!" Animo shouted.

"Bring it on, you ruffian!" Firefly shouted.

Animo angrily fired his Transmodulator beam at them as they flew in opposite directions to avoid it.

Stinkfly fired streams of green slime from his eyestalks that his him in the side of the face. Firefly fired her heat ray at it, causing an explosion that sent Animo stumbling back as he dropped the trophy.

"No!" he shouted helplessly as it shattered on impact with the ground.

"Yoink!" Stinkfly mocked as he snatched the device from his head.

"My Transmodulator!"

Stinkfly then tossed it against the ground, causing it to send out a wave that reversed its effects. The T-Rex slowly decomposed back into a skeleton and it broke apart on top of Animo.

"Well, considering the circumstances, um, we should get out of here." Stinkfly said as Firefly snuck the card into her claws.

"Right behind you, Stinkfly," the two flew away.

* * *

Back at the Washington Monument, Max and Gwen backed up helplessly as the mutant parrot cornered them. Suddenly, the wave struck it and it was reverted back into a regular parrot that perched on Gwen's arm.

"Don't even try to kiss up to me now."

* * *

The Tennysons stood with a smirk as the cops took Animo away.

"Let me go! I deserve that award! I've got it coming to me! I want it!" Animo shouted as he was loaded into the cop car.

"For some reason, that sounds kind of familiar." Ben said, recalling how he was .

* * *

As the Rust Bucket rode away, the kids were discussing their adventure in Washington DC.

"Well, I didn't get that Gold Sumo Slammer card. But at least I snagged a trophy from Animo," Ben said as he placed the Transmodulator into a cardboard box, which the twins were now going to use as their Trophy Box for anything they can use as trophies against the villains they faced.

"I believe that saving Washington D.C. is it's own reward," Jen said.

"Don't forget that you two saved me too," Gwen smiled. "Thanks."

Ben then turned to Jen to discuss Firefly's attitude. "I don't know if I like you acting proper like that," Ben said. "It's kind of creepy."

"Hey, it's only when I'm Firefly," Jen said.

"What about your pyrophobia? You don't seem to be bothered by it at all when you're Firefly," Gwen asked.

"I don't know. Maybe it just comes with the territory," Jen said, shrugging her shoulders. "Speaking of which, I kind of have something to show you." She then flicked her wrist and produced the Gold Sumo Slammer card, much to Ben's shock and awe as he took it.

"Where did you-"

"Don't say I don't do anything for you. I felt guilty about taking advantage of the Mini Mart thing, so I decided to cut you some slack."

Ben then hugged her tightly. "You're the greatest sister ever!"

"It was nothing you wouldn't have done for me."


	3. The Krakken

Late at night with a full moon in the sky by a lake, Ben was in his blue bathing suit and ran up to the lake. "Cannonball!" He then did said dive into the lake before surfacing and spitting the water out. "And he scores: Yes! PERFECT 10! Yeah! *Imitates crowd cheering* and the crowd loves him!"

We then see Jen and Gwen on the boardwalk as Jen smiled and shook her head while Gwen sighed.

"A perfect dweeb is more like it."

"Hey, let the kid have some fun. It's not like he's making fun of you right now," Jen said.

"Yeah. Come on, dive in!" Ben encouraged.

"Are you kidding me? Please! Who knows what nasty slimy things are slithering around in there?" Gwen then shone her flashlight on Ben. "I rest my case."

"Okay, that was totally uncalled for." Jen chided her cousin.

"What's the point of camping by a lake if you're afraid to get wet?" Ben asked as he splashed the girls.

"Knock it off, midget!" Gwen complained before walking away.

"Hey!" Ben shouted as he started flailing in the water. "What's happe-" He then fell below the water as if drowning.

"Very funny, Ben!" Jen said, not convinced in the least bit, seeing as she sees her brother every day and is used to his little jokes. "I'm not falling for it."

Gwen then walked back, a bit concerned as the two saw bubbles rising up out of the water with a look of concern. "Ben?"

Then, a giant monster covered in seaweed rose up from out of the water with a growl as the girls screamed and hugged each other in fear. But, as they dropped the flashlight, the light shone on the monster's face, reavealing that of Four Arms.

"Not funny, bro!" Jen shouted. "Still getting used to the pranks he can pull now that he has that watch."

"You should've seen the looks on your faces! Ah, priceless!" Ben said as pulled off some of the seaweed.

"You are so busted when I tell Grandpa!" Gwen shouted as she ran to the Rust Bucket, leaving a very disappointed Jen behind to chide her brother.

"Seriously, Ben. We're supposed to use our powers for the right reasons, not to pull pranks or to cheat at anything."

"I can't believe you two fell for it! A monster in the lake!" Four Arms said.

"Okay, you got me there. How stupid am I?" Jen asked herself.

Then, without warning, the twins looked to see a green-scaled monster with two tendrils coming from its mouth and a long neck rise up from out of the lake, causing the two to scream.

"Apparently, not that stupid, sis!"

The monster grabbed Four Arms with its tentacle and tossed him a few miles out further into the lake. Before he could get a chance to resurface and fight back, he was grabbed again.

"Hang on, bro!" Jen shouted as she dialed her watch and slammed the core down, releasing a flash of bright pink light. The watch sank into her wrist and her hand was enveloped in green crystal, which then followed suit with her entire body before it closed in around her head and her eyes turned yellow. Four crystal spikes grew from her back and her outfit morphed into a pink jumpsuit with the watch symbol on her left breast area. She then struck a pose as she transformed into Diamondhead.

Diamondhead then tossed a few diamond projectiles at the monster, but they just shattered off of the monster's hard scale body. The monster then grabbed her as well and dragged her under the water along with her brother. They then looked into the monster's giant blue eye and gasped, letting loose their breath before Diamondhead focused, and grew her blade slightly, causing the monster to let her go due to the pain.

Four Arms broke out of his tendril by struggling out and the two then resurfaced and swam to the shore as fast as they could before running for the Rust Bucket and barging inside, waking up their drowsy cousin and grandfather.

"We were just attacked by a giant lake monster!" Four Arms shouted.

Gwen then threw her pillow at him, hitting him in the face. "Hello, current events. You already got me with that one." She then pulled the covers over her head and tried to go back to sleep.

"But I'm not kidding this time. Jen was there with me, she'll testify to this!"

"It's true! I couldn't make this kind of stuff up if I wanted to! Then again, I couldn't make up getting a watch that turns me into alien creatures either and look where I am now," Diamondhead said.

"Come on, kiddos. Joke's over," Max said, sleepily.

"But- we-" Four Arms studdered as the watches timed out.

"Get some sleep. Remember, we have an early day tomorrow for our fishing trip."

The watches timed out, leaving the two back in their human forms.

"Come on, Ben. He's right. We could use some rest," Jen said before yawning, stretching her arms up and going inside, leaving a disappointed Ben.

* * *

The next morning, the four were walking towards the dock with the twins trying their best to explain their encounter the previous night. Max was holding a fishing rod and a cooler for the fish they were to catch.

"No, really!" Ben exclaimed. "It was humongous with these red glowing eyes!"

"I'm sure it was just some kind of big fish," Max said. "That's all."

"Yeah," Gwen agreed. "So give the mega-fish story a rest, will you Captain Dweeb?"

"He's not lying! I was there!" Jen said. "When I'm testifying to what Ben's saying, it's probably true."

"Okay, I can expect this kind of behavior from Ben. But from you?" Gwen asked as Jen folded her arms and huffed.

Ben then walked ahead and saw a bucket full of live worms squirming around. He then smirked devilishly, grabbed a handful, and showed them to Jen and Gwen, disgusting both of them.

"Breakfast?"

"Oh, Ben. Gross!" Jen said.

"What's with the bucket of slimeys?" Gwen asked.

"Bait," Max explained.

"Yeah, well, I think I'm going to pass on the fishing thing." Gwen stated. "I'll stay here and catch some sun instead."

"I think I'll keep her company," Jen said as the girls started walking away.

"Okay. But you don't know what you're missing," Max said.

"I'm pretty sure we do," Gwen said as the two walked away.

Max and Ben turned to the boat behind them, where the captain was preparing to go out. He wore a beige long-sleeved shirt and a red and white cap.

"Captain Shaw?" Max addressed.

"Who wants to know?"

"I'm Max Tennyson. And this is my grandson, Ben."

Ben waved hello.

"We charted your boat today for a fishing trip."

"Well what are you waiting for, an engraved invitation? Get aboard," Shaw said as he turned to the controls. "I ain't got all day."

Ben and Max climbed aboard as the boat left the dock and headed out on the lake.

* * *

As the boat continued on, Max turned to Shaw as he was driving the boat.

"Anything interesting to catch there today?" he asked.

"More than you can possibly imagine," Shaw answered. He then turned to Ben, who was looking out over the boat and into the water. "Looks like your boy is using his breakfast as chum."

Ben had put on a life jacket for safety as he gazed out into the water.

"Ben, you feeling okay?" Max asked as Ben stood up.

"Yeah. I'm just keeping an eye out for the lake monster. That thing's not taking me by surprise this time."

Max raised an eyebrow at that.

Ben looked out and saw something unusual and gasped. "There it is!"

But as the boat passed it by, Ben realized that it was just a fallen tree branch with a discarded cooler stuck in it.

"Oh. My bad."

"Now, Ben," Max addressed. "This is a fishing trip. Not a monster hunt."

"It's called the Krakken," Shaw said.

"Whoa. You know about it?" Ben asked.

"It's my business to know about it," Shaw said as he showed a picture he took of the lake. The picture had a shadowy figure under the water, as if it was the monster that the twins encountered before. "I've been on its tail for years. Folks say my rudder's not right."

"Why doesn't that surprise me?" Max asked.

"Sightings go back hundreds of years on this very lake," Shaw explained. "Some say its a myth. Not me. I can take you to a spot where I personally laid eyes upon the beast. That is, if you got the stomach for some _real_ adventure."

Ben beamed up to his grandfather hopefully and Max sighed in defeat.

"I guess so."

"All right!"

* * *

Meanwhile at the docks, Gwen was staring up at the sun while Jen strummed her guitar to herself and muttered osme lyrics to herself as she tried to make up a song in her mind.

 _"Then I wouldn't be bitter; I'd just be better now,"_ she hummed before she looked over at her cousin and sighed heavily before she walked over to her with a sigh. "We weren't joking about the Krakken, you know."

"Oh, really?" Gwen asked as she sat up from her laying position on the docks.

"Before the start of the summer, I would've sided with you on this. But after what's happened so far, even if I didn't experience it for myself and Ben was alone, I would've sided with him."

"Why? You know as well as I do that it's crazy talk to think of a lake monster attack."

"Is it?" Gwen raised an eyebrow at her cousin's remark. "I mean, think about it. Two alien watches from the sky dropped down right in front of me and my brother," Jen said, showing her watch. "I'm just saying. Strange things have happened to us. Let's not rule a monster attack out of the realm of possibility just yet."

* * *

A bit later, Shaw showed the boys the controls equipped on his boat to help him catch the Krakken.

"Sonar, hi-def video setup, ultrasound, I got it all," he said. "And I _will_ find it. Mark my words. "It can't hide forever."

Ben stared in wonder before Max took him aside to have a word from him.

"Ben," he said, "I don't want you to put too much stock into what Mr. Shaw says. I don't think he has both oars in the water if you know what I mean."

"Why? Just because he saw the Krakken too?" Ben asked with a bit of an upset tone. "I'm telling you that and I aren't crazy."

Later, the boat had stopped. For in front of them were a few buoys floating in the water held together with a line that read 'Do Not Enter' forming a barrier over the further area of the lake.

"'Do Not Enter?'" Shaw asked in shock. "What's going on?"

"Looks official," Max said. "Maybe we should turn back."

"Nonsense. This is my lake and I'll go wherever I-"

"Fishing boat," A male voice interrupted. "Stop where you are."

The boys looked over to see a big white and blue boat with a few men on it. The side of the boat had the initials F.O.F. written on the side in blue bold letters. The men wore blue uniforms with black collars. The leader had brown hair and a goatee and he stepped up to the edge of the boat with a friendly smile.

"I'm Jonah Melville, the founder of Friends of Fish. We've closed this section of the lake for an environmental study," Jonah explained. "You'll have to turn your boat around."

"Who's gonna make me, fish-hugger?"

"Well," Max said, "since I charted the boat for the day, I believe I'm in charge. Isn't that right, Captain?"

Shaw sighed in disappointment, knowing that Max was right. He then walked off muttering to himself.

"But what about the Krakken?" Ben asked.

Jonah laughed at that. "The Krakken? Not that old fish story. Now look, I'm a marine biologist and anyone who tells you they've seen a monster in this lake is fishing without a hook. Then, Jonah and his crewmen walked away.

Ben then frowned and sighed.

* * *

Later, the Friends of Fish boat was leading Shaw's boat back to the docks with a very disappointed Ben.

Then, suddenly, Shaw noticed that his sonar picked up a blip from under the lake. "The sonar! We've found something!"

A fin was scraping the surface of the lake, heading straight for the boat.

"Or something found us," Ben said. "Look!"

The boys then looked out over the side of the boat to see the fin coming for them.

"The Krakken!"

The fin then went back under. An overhead shot saw that the Krakken was directly under Shaw's boat, but ignored it as it moved straight under them.

"It's heading for the docks!" Shaw exclaimed.

"Jen and Gwen!" Ben and Max shouted together, realizing the girls were in danger.

As the Krakken was heading for the docks, the girls were resting on the edge of the docks, kicking their feet.

"Aw, finally a little sun," Gwen said. "And with Ben nowhere in sight, we can just lay back and relax."

"You know that he just loves to have fun. I live with him, he tends to annoy me way more than you. But I always get him back."

"You don't think I live with that? Kenneth tends to pick on me too, you know?" Gwen stated.

"Hey, he's not as bad as having a twin..." That was when Gwen's eyes started to water from that. "Oh, yeah. Look, I'm sorry about what happened to Becky. If I lost Ben, I wouldn't know what I would do."

Gwen then sighed as she looked out on the lake. "At least you have your twin. I may never see mine again."

Shaw then rang out his horn to warn the people on the dock.

"How many times do you two think we're going to fall for this?" Gwen asked, noticing the fin.

"Um, Gwen. That isn't Ben," Jen said, getting a worried look in her eye as the Krakken rose up in all of its glory and let out a loud shriek.

The girls then screamed as it smashed the docks, sending the civilians sprawling into the lake. They then resurfaced, the girls among them, their soaking wet hair drifting down in front of their faces.

"Um, Gwen, I hate to say 'I told you so' but... I TOLD YOU WE WEREN'T CRAZY!" Jen shouted.

"Hey, Ben's always done those kind of pranks in the past. How was I supposed to know that this was the one time he wasn't joking," Gwen said, with a shrug.

"I told you, it's real!" Shaw exclaimed. "The Krakken lives!"

"Sail now, gloat later," Max said. He then leaned down to Ben and put a hand on his shoulder. "Someone's got to rescue those people."

"I'm way ahead of you," Ben said, leaping into the lake and dialing his watch, showing the fish icon. "Ripjaws to the rescue." He then took a deep breath and ducked under the water, before slamming the Omnitrix. But who came up was not who he expected.

"Hey! I said Ripjaws! Not XLR8! Stupid watch!"

Jen then looked to Gwen. "Sorry, cuz. Momma's gotta go to work." She then pressed her watch which showed her version of Ripjaws. "I wonder if these guys have ever seen a Mermaid?" She then ducked under the water and pressed her watch, releasing a flash of pink light. But she, unfortunately, came up as someone different.

"Oh come on! Not Battlefly!" She then swam over to the shore and trapped herself in a minature cyclone for a few seconds, drying her wings off. She then took to the sky and saw XLR8 on the lake and flew over to him. They then looked over to see the civilians swimming away from the Krakken.

"Here goes nothing." XLR8 said, closing his visor.

"Let's get to work." Battlefly said.

XLR8 then started kicking his legs rapidly, eventually rising up. He was running so fast that he was actually able to run on the water.

"Careful where you're running, bro. I can't fly when my wings are wet!" Battlefly said as she then raised her hands and focused, sending out a telepathic signal from her antenna.

Massive vines of kelp shot out of the lake and wrapped around the Krakken, briefly incapacitating him while XLR8 picked up Gwen and ran her over to the shore, safe.

"You okay?" XLR8 asked.

Gwen coughed up some lake water and sighed in relief. "I think so. Thanks for the save."

XLR8 gave her a claws up before he turned around and zoomed out, splashing her with mud.

"Hey! You did that on purpose!"

Soon enough, the Krakken broke free of its binds and started to pick people up to eat them. Fortunately, XLR8 zoomed by as Battlefly picked up one person at a time and tossed them into XLR8's arms and he zoomed over to the shore where they would be safe.

"These people are not on the menu, Ugly!" Battlefly shouted as he swiped a claw at her, which she narrowly dodged. "Hey! Watch the wings!"

"Get us out of here!" Jonah ordered his crewmate, back on the F.O.F. boat, who fired up the engines and engaged the gears, causing the boat to start to go away. Unfortuntely, the Krakken took notice of this, tossed the boat it was terrorizing aside, and swam after it.

Battlefly noticed the shadow going after the boat and whistled to her brother. "Bro, we've got a Jaws reenactment going on!"

"Let's go!"

The siblings then ran/flew after the boat as fast as they could. Soon enough, the Krakken popped out of the lake and roared. The captain tried to turn the boat around, but not fast enough as the Krakken knocked it aside with its tentacle. Just as it was about to destroy it again, XLR8 zoomed in and Battlefly created a waterspout that her brother strengthened with his running, which knocked him back into the water before XLR8 backflipped onto the boat.

But then, the Krakken popped up on the other side and shredded apart a cannery box, which Jonah then ran towards in an effort to protect it. "No you don't!"

XLR8 then ran forward, grabbed the tentacle and ran in reverse towards, pulling the Krakken back before Battlefly flew up and punched him in the face, knocking him back into the water, and he retreated.

"Thanks for the hands... and the feet," Jonah said as he shook Battlefly's hand.

"What was so important in that crate that you risked your life for it?" Battlefly asked, raising an eyebrow.

"Uh... our lunch."

"You're telling us that you risked your heads for a few sandwiches?" XLR8 asked.

Then, without warning, the Krakken's tentacle popped out of the lake and grabbed the tentacle, dragging it into the lake. That was when the watches started to beep down.

"Oh, gotta run!" XLR8 said as he ran away and Battlefly followed soon after. They were then zooming towards the dock with Battlefly squinting.

"Almost there! I think we're going to-" Then, the watches timed out and the two came splashing down into the water with a splash as Jen spit out the lake water. "-make it." She then looked up and they were at Shaw's boat as Max looked out.

"Man overboard!"

"Um, I think you mean man and girl overboard." Jen said, as she and her brother waded. "I'm not wearing a life jacket!"

"Turn the boat around!" Max ordered as Shaw snarled.

"Next time I see ya in my sights, ya won't be so lucky," Shaw said as he turned the boat around and tossed a net that the twins climbed as Jen smiled as she wrung the water out of her hair.

"Jennifer Tennyson, nice to meet you," they then shook hands. "But you can call me Jen."

* * *

That night, a lot of campers were leaving the lake due to the incident that happened. The Tennysons were by a campfire drying off with the twins having towels around them.

"We told you! That was the creature that tried to munch us last night! I would've thought that Ben was crazy to, but I saw it myself," Jen said.

"Captain Shaw and us were right," Ben said.

"Just because he was right about the Krakken doesn't mean I was wrong about him," Max advised.

"You're just being stubborn, Grandpa," Ben said.

"Yeah, don't you just _hate_ people like that?" Gwen asked.

"We'll leave this one to the exerts, guys. Like those Friends of Fish guys."

"Experts? Who better to bust a monster than the twins with the monster-busting devices on their wrists?"

"This is just going to be the one that got away, son," Max said.

"He's right, bro," Jen said, putting a hand on her brother. "If something happened to you, I would never forgive myself. Gwen lost her twin sister. I'm not going to lose my twin brother."

"Um, I don't know if you've noticed but Becky was kind of helpless when she went missing. I'm not."

"Still, I'm not letting you go anywhere dangerous without me. And Grandpa's not going to let me out of his sight."

Then, Captain Shaw walked by and growled to himself. "Low-down, no-good fish-kissers."

"Captain Shaw? What is it?"

"The nerve of those enviro-punks! They shut down the entire lake! Nobody tells me where to sail! And nobody's going to keep me away from reeling in the catch of the century!" Shaw said as he walked away.

* * *

Later, Captain Shaw went sailing out on the boat despite the shutting down of the lake.

Inside the Rust Bucket, Gwen was in her PJs as was Max as she was knocking on the bathroom door, which Ben was supposedly in.

"Come on, Ben!" Gwen shouted. "Did you fall in there or something?"

Max then opened the door, revealing the empty bathroom! Max then gasped as he looked and saw that Jen was gone too.

"I think I know where those two are," Max said.

* * *

On the lake, Shaw's boat came out from the docks when he heard rumbling by the crates. He then looked and saw one of them shaking under the tarp.

"Hey!" He said, grabbing an oar. "No stowaways on my boat, even if you are a filthy rat." He then uncovered it to see the twins were hiding, Jen with a scowl on her face.

"Um, first mate Tennyson reporting for duty, sir?" Ben said nervously.

"It wasn't my fault! Ben stowed away on the boat even when I begged him not too but he did so anyway and I knew I could never live with myself if I let anything happen to him!" Jen said in one breath.

"Yeah, she's not going to let me out of her sight," Ben said. "She's such a mother even though she's my sister."

"I left Grandpa a note, Ben," Jen said.

"She's probably been scared deep by our fishy friends," Shaw suggested as he put on his diving suit and snorkel. "Only one way to fish her out: live bait."

"Maybe we should go with you. You know, just in case," Ben suggested as his sister nodded in agreement.

"No need," Shaw said, grabbing his harpoon. "I've got the only help I need right here. Wish me luck." He then dived down into the lake as the twins looked and saw two spare diving suits by the crates.

Under the lake, Shaw was swimming through the lake to search for his prey, scaring off a school of fish, breathing heavily. He was then shocked by what he thought was the Krakken's tentacle and was actually an eel.

He then went into a crater below the ocean, which could only be the Krakken's nest and saw a giant ball with veins poking out of it. He analyzed it in thought before two shadowy figures appeared in the clearing and he fired his harpoon at them before they dodged, revealing themselves to be the twins before as he sighed.

"Kids these days. This is why I left my wife," Shaw said, gesturing them down to the nest before going up for some air. But then, as he went up to his boat, he saw a black boat near his before he was grabbed and thrown violently onto the boat's floor to see a group of men in diving suits.

"Don't you know night-diving is dangerous, old timer?" the leader asked. "Unless, of course, you went with a friend."

"I work alone. I ain't got no friends."

"Men with a sparkling personality like your's," the leader smirked as the twins rose from the water with a gasp to see the divers.

"I ain't got anything worth stealing, either."

"Ah, but you have us all wrong. What we want is information like what you saw down there."

"Nothing. Same as always."

The leader then punched Shaw unconscious before he removed his mask revealing himself to be Jonah, much to the twins shock. In fact, Jen had to cover her brother's mouth just to muffle his exclamation as she shushed him.

"We can't give ourselves away," she reminded before Ben nodded.

The two looked at their Omnitrixes with a glare.

"Take Ahab here with us," Jonah commanded his assistants. "Find out what he knows here back at the cannery. We'll come back here later with a mini-sub for the rest of the eggs." He then tossed a tracking device to the bottom of the lake down to the nest. "In the meantime, I think this boat just got lost at sea." He then through a bomb onto the boat, destroying it instantly in a ball of fire before the boat sped away.

The twins then ducked under the water and swam for their lives, avoiding the debris as they looked at their watches as they formed the diamond shape and the sihlouettes of their insectoid forms.

"You thinking what I'm thinking?" Jen asked.

"It's hero time."

* * *

On the F.O.F boat, the two looked at a shape forming in the sky.

"Is that a bird?" one of them asked.

"Nah. Looks like a plane," the other said before Stinkfly and Firefly showed up in the sky with a glare in their eyes.

"It's a pair of bugs!" Jonah shouted. "Man the harpoons!"

"Such ruffians to mess with a lady like me. Don't you agree, brother?" Firefly asked.

"Sure enough. Give it up!" Stinkfly shouted. "You're totally busted!"

The sailors then hooked up two harpoon guns before firing them at the two before they combined their goo and heat ray, effectively blowing the harpoons up with the toxic combination as Jonah angrily flipped a few switches, dropping charge barrels into the water.

"Oh dear!" Firefly shouted before he blew them up. They were able to get through a few before one blew up a tree, surprising them and sending them sprawling into the lake in a haze.

The two tried to fly again, but found themselves unable to.

"Oh man! Our wings are too wet for takeoff!" Stinkfly shouted.

The boat then went around with an angry look in Jonah's eyes as the two looked like a deer in the headlights. Or should I say 'bugs in the headlights."

"Let's squish these bugs once and for all!"

They then swam away from it before reaching a log and climbing on top of it before flapping their wings in a hurry.

"Come on! Come on! Dry off!" Stinkfly begged as they fired harpoon at them as Firefly closed her eyes tightly.

"Goodbye, cruel world."

Stinkfly then spotted a tree branch above them and got an idea as he fired a stream of goo from his mouth, sticking to the branch as his sister spotted him.

"Oh, that is truly repulsive, Benjamin."

Stinkfly then grabbed his sister and swung away from the log as the boat ran over the log, almost killing the pair of them as they landed on a tree branch, leaving Jonah and his men confused as they used their flashlights to try to spot them, but they covered behind the tree as he shown on their area.

Jonah then spotted a fin ducking under the water.

"It's getting too crowded in here," he said. "Dump the trash overboard."

Stinkfly and Firefly shook the last of the water from their wings as they tossed an unconscious Shaw into the lake. But before he could sink too deep, Firefly grabbed him with her legs and the pair flew back to the campsite as fast as their wings could take them.

"Almost there," Firefly said, spotting the Rust Bucket in the distance. Unfortunately, the pair's watch symbols started beeping. "Oh dear."

"Not again!" Firefly shouted.

Gwen had her binoculars out, trying to spot them as Max walked out of the RV.

"Any sign of the twins and Shaw?"

"Not yet?"

Then, they heard the beeping which could only mean one thing as a flash of red and purple light came from the sky and the twins and Shaw fell right out of the sky. Luckily, they were saved by the awning on the Rust Bucket, which broke their fall.

"Ugh, I hate it when that happens," Ben stated.

* * *

"-And the Krakken's nest was full of eggs!" Jen exclaimed as the pair gave the story of what they encountered on the lake.

"No wonder she's been attacking everything!" Ben stated. "Jonah must be stealing her eggs!"

"And I think I know who Jonah is," Gwen stated as she showed them a webpage on her laptop. "I did a little checking on Friends of Fish and found out it's not listed on any environmental website. But I did find this: Jonah Melville isn't a friend to any kind of wildlife. He travels around the world poaching rare animals and crates them up and sells them to private collectors."

"Crates them up..." Jen thought. "Oh man! I bet that crate the Krakken took off their boat had a hurt egg in it!"

"Looks like we were all a little too hard-headed," Max stated.

"We've got to stop them! They said something about going out to a cannery," Ben reported.

"All this talk doesn't change a thing," Shaw said. "Mommy or not, that beast is mine." He then walked out the doorway and motioned the team to follow. "Let's go. I've a spare boat down at the docks."

The family then smiled at each other mischievously and then ran out.

* * *

On the boat, Gwen had dialed 9-1-1 on her cellphone.

"It'll take a while for the police to get here," she said as Shaw untied the boat from the dock. But when he did, they sped off without him as he held up his lantern.

"What are you doing?! Get back here."

"Sorry, Captain," Ben said.

"You don't know what you're doing! A monster's a monster and I know a monster when I see one!"

He then spied a rowboat next to the dock.

* * *

At the cannery, a crane hooked up to Jonah's underwater mecha-suit as he was holding one of the eggs and it lifted him up to the dock as one of his men pushed a can with the other egg. He handed it to his worker and he struggled to carry it from its weight.

"Careful or you'll be cleaning up the world's most expensive omelet," Jonah warned as his worker put it into the can with the other egg. "After we sell these babies to the highest bidder, we'll be kicking back in a beach in the Bahamas."

Under the dock, the boat sped up to the ladder as Max and Gwen started climbing it.

"See if you can find the eggs," Jen said.

"What about you two?" Gwen asked.

"We're gonna kick some Friends of Fish tail!" Ben smirked as the pair synced up their watches as they dialed in their aquatic forms before they slammed down the cores.

The screen split in two as the very similar transformations commenced.

The watches sank into their wrists and their arms were covered in greyish-blue scales that traveled up their arms and their fingers turned to claws. They then grew anglers from their forehead, only while Ben grew one angler, Jen grew two. They then grew gills from their neck as their teeth grew and sharpened themselves as the scales finished covering their bodies and their hair turned into a green dorsal fin running down their backs. Ben's clothes turned into a green loincloth-like bathing suit that was only on his bottom half while Jen's turned into a more full-piece swimsuit covering her entire midsection. The watch symbols were on their upper left torso. These forms were known as Ripjaws for Ben and Mermaid for Jen.

But before they could do anything, the Krakken burst up from the ground and wrecked the dock, knocking them out of the boat.

"The bigger the Krakken, the bigger the pay day!" Jonah smiled as he ran for his mecha-suit while his men opened fire on her with their guns, which did nothing to pierce her thick hide. One of them, giving up, ran inside of the cannery to be safe. The Krakken then knocked the other one into the lake.

The Krakken then went down to get her eggs, but Jonah used the crane to use the suit to swipe them before she could get them. He then fired blue bullets at her, which were actually doing some damage as she began to fall into the lake.

But then, the twins came swimming up and leaped out of the water and onto Jonah's suit.

"You want to mess with a monster?" Ripjaws asked in a gravelly voice.

"Try us on for size!" Mermaid growled in a slightly more feminine voice.

The pair then crawled down using their claws to grab the eggs. Jonah tried to blast them but Mermaid ripped the blaster off with her powerful jaws. Ripjaws then ripped his grip off of the eggs and Ripjaws dove down to try and grab them, but Jonah swatted her out of the way and onto the dock, dazed as the container broke on the dock and the eggs rolled away onto a loose board. Just a shake would cause them to fall into the lake.

* * *

Inside of the cannery, Gwen and Max peered sneaked quietly and peeked around the corner at Jonah's henchmen, who were grabbing a weapon. Max then did a game of charades to signify that he was going to go and for Gwen to keep watch.

Meanwhile, the henchman that was knocked over the edge by the Krakken surfaced and took a deep breath. He then went and climbed the ladder back into the cannery. He then got behind Gwen and Max as they were about to enact their plan and aimed his gun at them.

"Okay, buddy," Max said, pounding his fist into his open hand. "We can do this the easy way or the hard way."

The henchman smiled and backed them up.

Suddenly, the Krakken's tail burst through the cannery and Max and Gwen were surprised by it as were the henchmen.

"Go high!" Max said as he and Gwen grabbed onto two of the latches for shipping the cans and swung forward as the floor was knocked out from underneath them, sending the first henchman back into the lake.

As they reached the other side, the other henchman came out with the weapon. But before he could do anything, Max kicked the weapon out of his hands and Gwen kicked him unconscious.

"Is this the easy way or the hard way?" Gwen asked Max who just shrugged with a chuckle.

* * *

Back with the twins, who were still fighting Jonah with the Krakken, all that fighting was causing the eggs to shake on their board.

Jonah went for them, but the Krakken grabbed them with her tail, saving them.

"My eggs!" Jonah shouted as he tried to go for them again, but the twins grabbed onto his suit's legs.

"They aren't your eggs!" Ripjaws shouted. The pair then tackled him away and they eached grabbed an eggs and dove into the lake.

Jonah scowled and released the crane's grip on his suit as he followed them and they were both followed by the Krakken. He then caught the twins and started brawling with them as they grunted from the quick punches from the heavy metal suit.

"Rescuing babies. Very heroic," Jonah smirked. "But not very smart."

He then grabbed the eggs and controlled his suit to go back up with them.

The twins then scratched at their heads as they growled and swam back up.

"Rush him?" Mermaid asked.

"You know it, sis," Ripjaws smirked as the two merged their legs together to form a tail and swam up as fast as they could.

They then reached him and grabbed onto his suit and started their brawl bck up as they eventually got the eggs out of his grip and Ripjaws caught them in his jaws as Mermaid swam right towards him and delivered a strong jab into the glass window of the suit as it started to crack.

"How! Dare! You! Steal! Babies!" Mermaid grunted, delivering a punch with every word as the suit started to fill up with water.

But that was when the Krakken came swimming up and used her tentacles to slam both of the twin, causing Ripjaws to loose his grip on the eggs as they went flying out of his jaw. The Krakken then caught them in her tentacle as the twins recovered on the lake floor and gazed Jonah going after her, despite the flooding in his mech suit. The two nodded at each other and went swimming after him.

Jonah then let loose a sonic pulse from his suit's claws, causing the Krakken to screech in pain as she dropped the eggs. Jonah then gripped them again and tried to swim away before the twins tackled him into what remained of Shaw's boat.

Mermaid saw the anchor loose before she kicked herself up onto Jonah's suit's claw but he let out an electric shock which stunned her as she fell down and he tried to swim away.

Ripjaws then saw the anchor next to his dazed sister before he grabbed it, swung it around like a mace and threw it, managing to grip the suit, preventing it from getting any further as the Krakken swam in and chomped down on the chain of the anchor as the two of them were flung away as the three of them got into a tussle with the eggs as Mermaid then suddenly swam in and grabbed the eggs in her arms and then went swimming for the Krakken's nest as the three of them went swimming after her.

As the Krakken reached her, Mermaid then placed the eggs down in the nest as the Krakken cradled them lovingly as Jonah came swimming up to them with a furious shout. But the Krakken then gripped the suit in her tentacles and ripped it to shreds, forcing Jonah out of the suit.

Jonah then, in a last-ditch effort, pulled a knife from his pant leg, only to have in break against the Krakken's hide.

The Krakken then screeched as it attempted to eat him, only for the twins to block her way with their arms spread out, telling her to spare him. The Krakken reluctantly agreed as she went back to her eggs as Jonah shrugged at the twins as they both gave him a knuckle sandwich, knocking him out.

* * *

On the surface, Mermaid then hung Jonah on a loose wooden plank as the twins then glared at his unconscious body.

"Hang here for a while until the police find a nice dry cell for you," Ripjaws said as they saw the red and blue lights of the police boat as they then swam away from sight under the water.

Max and Gwen then saw the police pick up Jonah from the dock a Max scoffed.

"Good riddance to bad rubbish."

"Got one!" Shaw said as he came up in his rowboat with Ripjaws and Mermaid in his fishing net. "I finally got me not one but two Krakkens! The eggs must have hatched. Imagine these two mounted on my wall."

That was when the watches timed out in a flash of red and purple light.

Max then chuckled at the sight. "I think your catch of the day isn't exactly as advertised."

Shaw then raised his eyebrow as he lifted his lantern, revealing the twins tangled up in the net as they smiled innocently, lake water dripping from their clothes and hair.

Shaw then, embarrassed, removed his hat and shook his head. "But I could've sworn."

* * *

Back under the lake, the Krakken cradled her eggs lovingly, thanking the twins for saving them.


	4. Permanent Retirement

At a gas station somewhere in the desert, the Rust Bucket was parked as Max was at an ATM getting out some cash while the kids were inside of the convenience store getting ice cream.

Then, a pick-up truck pulled up and a thug walked up behind Max as he was using the ATM.

"Out of the way, Grandpa," he said. "I've got a major withdrawal to make."

He then violently tossed him out of the way and at the feet of another thug. He then smiled smugly.

* * *

Inside of the convenience store, the kids were looking over the ice cream selection.

"What do you have that's non-fat, less than 3% sugar?" Gwen asked.

"Napkins," the clerk said before turning to the twins. "What about you two?"

Just as Jen was about to make her selection, he twins then noticed one of the thugs hooking up a chain from the truck to the ATM, planning to drive away with it. Jen then smirked and bowed to him. "You may do the honors brother."

"Thank you, sister," Ben bowed back before turning to the ice cream man. "I'm about to go rocky road."

He then ran out of the store and dialed in on his watch while Jen turned to the clerk. "One chocolate with rainbow sprinkles, please."

* * *

The first thug then hooked up the chain to the ATM before turning to his buddy. "Hit it."

The other thug then gave a thumbs-up and tried to start the truck, only for it to not go anywhere after hitting the gas pedal.

Then, right before his eyes, the steering wheel dissolved and the entire front of the truck became a formless black and white mass with green data-like markings on his body forming some kind of limbs and a single circle on the front of the head representing an eye. This was another of Ben's aliens known as Upgrade.

"Your cash request has been denied!" Upgrade announced in a digitized version of Ben's voice, his eye lighting up as he spoke.

Outside of the car, we see that he's taken over the entire truck, it turning the same black and green as him as the thug was tossed out of the car and Upgrade de-merged with it as he looked to the other thug, who tossed the hook and chain at him like a mace, only for Upgrade to wrap it around his arm and then yank him right into a power-line pole, nearly unconscious.

As he tried to get up, Max prevented him from doing so by putting his foot on his chest.

"Where do you think you're going?" Max asked as he looked to Upgrade as Gwen and Jen walked out of the convenience store, enjoying their ice cream.

"Oh yeah!" Upgrade said as Jen smiled at him. "I'm ready for anything! Bring it on!"

"Where do we go next, Grandpa?" Jen asked, hopefully.

"We're heading off to see your Aunt Vera for the weekend," Max said.

The twins grew horrified looks upon their faces. (Or at least Jen did, since you can't really make out any emotions on Upgrade's face.)

"Boring old Aunt Vera?" Upgrade asked.

"The one who always pinches our cheeks to hard?" Jen asked.

"NO!" The twins shouted in horror.

* * *

The Rust Bucket drove through the desert with no scenery in sight as the twins slumped on the table in disappointment.

"Wow," Gwen said. "When Aunt Vera said she wanted to move away from it all, she really meant it."

"Oh man," Ben sighed. "This summer was supposed to be about F-U-N. Not hanging out at some old lady's house."

"For once, I'm in full agreement with you," Jen said. "I don't know how long I'm going to survive on old people food. I'd honestly rather be forced to eat a feast of Grandpa's cooking."

Ben then shuddered uncomfortably.

"I know. I'm scared, too."

"I like Aunt Vera," Gwen said.

"Duh," Ben said. "That's because you act like you're 100 years old."

"Sorry, cuz. He's right this time," Jen stated as she buried her hands in her face as she started sobbing at the thought of the food.

* * *

At the retirement complex, Vera was talking to her neighbor, Marty, who was watering his garden.

"It's been years since I've seen Max and the kids," she said. "I'm not sure I'll even recognize them. Stop by and say hello."

"I'd like that," Marty said as he went inside.

Inside of his apartment, he put down some snacks and sat down on his sofa to watch a movie. But as he picked up his snack, a slimy formless mass stuck to his hand and he gasped as it attacked him.

* * *

"This is going to be _so_ boring," Ben stated as the Rust Bucket entered the retirement complex. "They're idea of excitement in this place is probably watching the grass grow."

Jen was going through her movie collection desperately. "Let's see. Iron Man, School of Rock, Source Code."

"She probably doesn't have a DVD Player," Ben reminded her.

"I know. Which is why I'm bringing mine."

As she stood up after putting her DVDs into her backpack, she stood up. As she looked though, she witnessed an old man slip on his roof while trying to fix his satellite. But as he did, he backflipped off of it and landed square on his feet.

"Whoa!" She exclaimed. "Did you see that?"

Gwen looked up from her laptop and just saw a bunch of senior citizens doing their usual thing as she looked back at her.

"See what?" Gwen asked.

"Sis, I know you're trying to keep the fun alive, but it's not really working on me," Ben said.

Jen then sighed and shook her head in disappointment.

Once they reached Vera's house, the twins stepped out and were blinded for a few seconds by the hot sun.

"Seriously," Ben said. "Why do old people have to live where it's _so_ hot!?"

Gwen then smirked mischievously and sprayed the pair with her water gun.

"Hey!" they shouted.

Gwen then laughed and ran up ahead.

The twins then looked into the window of the neighbor's house and Marty snarled at them and stretched his neck rather disturbingly before closing the blinds.

"Wow," Jen said. "They really make you feel welcome here."

"Just watch the cheeks," Max said. "Vera's a pincher."

"Don't remind us," Ben said.

"Max!" Vera said, running out to hug her brother.

"Vera!" Max smiled as he hugged his sister.

The kids then walked up to her as the twins gave a fake smile.

"I can't believe you're finally here," Vera said as she hugged Gwen before pinching her cheeks. "And look at you three! So grown up!" She then moved on to the twins and pinched theirs as well.

"Ow!"

"Come in. I can't wait to chew the fat with all of you."

The three went in as Jen started talking to herself.

"Stay positive. Stay positive," she said.

Little did they know that Marty was glaring at them through the blinds in his window.

* * *

Inside of Vera's house, it was pretty much what you would expect from a retirement complex would be. The walls were entirely white and your basic furniture was there.

Ben then sniffed in the air and groaned. "Why do old people's houses always smell like someone's cooking socks or something?"

Aunt Vera then walked up to Jen with a smile and handed her a slip of paper with the word "RhubarbPie" on it.

"What's this, our dessert tonight?"

Vera then chuckled a bit and smiled. "The wi-fi password. I'm not out of the time."

Jen then pulled out her cell phone and logged it onto the WiFi when she spied a piano on the wall. "Is that a piano?"

"Sure is," Vera stated as Jen sat down onto the seat as she turned her phone onto the YouTube app before she picked a song and put her headphones in and cracked her knuckles as she started to play _100 Years_ by Five for Fighting on the piano and nodded her head to the music and Ben and Gwen just stared at her as they approached her as she stopped playing.

"What the heck was that?" Ben asked as Jen sighed.

"I have no idea what it is with me, but once I hear a song a couple of times and identify the compositions in the music, I just get them almost instantly. I think it might be some kind of mental condition."

"That's delightful," Vera said as she laid a hand on Jen's shoulder. "You really are as gifted with music as Max told me."

"Thanks, Aunt Vera," Jen said.

* * *

Later, the family sat down to dinner and an orange Jell-O mold with white and brown bits was put in front of them and the twins nearly threw up in their mouths at the sight of it.

"Vera, this is delicious," Max said as the kids just picked at it. "What are these brown chunks in the mold?"

"Pork chops. And the white chunks are cauliflower," Vera said.

The kids then gulped in horror as Jen pushed her dish away.

"I think I'll pass," Jen said.

"Me too. We had take-out on the way here," Ben said.

"So, Ben," Vera said. "What have you been doing so far this summer?"

"Dealing with alien life forms," Ben said.

"And I'm his partner," Jen said.

Vera then chuckled a bit. "Oh, you kids and your wild imaginations."

Gwen then got up and saw the model bird collection on Vera's shelf, intrigued. She then spotted the red bird. "Aunt Vera, is that a stuffed red-billed North American chickadee?"

"*gasp* How perceptive, Gwen," Vera said. "And did you know the song of the red-billed North American chickadee is actually-"

"-a call indicating alarm or excitement?" they both finished before imitating the call, much to the horror of the twins.

Vera then came up to Ben's seat with a smile and a bowl in her hands. "Ben, would you like some candy?"

"Now we're talking," Ben said as he took one and put it into his mouth before immediately spitting it out. "Coffee? As a candy? Is this some kind of joke?"

The two then immediately got up from their seats. "I need to use the bathroom," they both said as they raced for the bathroom.

They both ran for it before Jen beat her brother to it, "Sorry bro. There's only one." She then closed the door with a start.

"Dang it!" Ben shouted.

Jen then gulped down her lunch as she glared. "It's Attack of the Old People! I need to get out of here." She then looked down at her watch with a start before she activated it and turned it to different icons with a glare. "Let's see, Ben's the one with Ghostfreak, so that's out. Firefly, XLR8, aha! Frost Blight." She then pressed the core down and a flash of pink light flashed out, starting her transformation.

The watch dissolved into her skin, which turned the light-blue of the color ice while her hair shortened and turned ocean blue. Her clothing changed into a small pink skintight dress with matching flat slippers. Her back grew fairy wings and she shrunk to 6 inches tall as she beat her wings and smiled at the camera as the light faded.

"Now to get out of here," she said, her voice a little more high-pitched due to the size of her windpipe. She then spotted the airvent and flew through it, travelling through the house's inner workings.

Meanwhile, Vera was showing a very bored-looking Ben and an interested Gwen her seashell collection.

"And this one is a Valentiana," she said as she handed the conch shell to Gwen. "Can you hear the ocean?"

Gwen held it up to her ear. But what she heard was not what she was expecting at all.

"Boring... boring..." she heard as her eyes widened and she looked up to see Frost Blight through the grates as she then gave a small breath and chilled the room down.

Ben then immediately felt the sudden change in temperature and looked to see Frost Blight give a thumbs up as she then smiled.

"Gotta run- I mean fly," Jen said as she flew out of the air vent and out through the conditioner's tiny window as she flew out to explore the grounds. "There's got to be something fun to do around here."

Out of the corner of her eye, she spotted a golf cart. "Hello." She then flew towards it and pressed her body against the gas pedal to make it go while using her strong frosty breath to push the steering wheel. To the onlookers on the street, it looked like the cart was driving itself, much to their confusion. She smiled at her antics before a whiff of something delicious made its way to her nostrils as she smacked her lips and pressed against the brake to make the cart stop before she saw her prize. "Mmm... apple pie."

But just as she was about to dig in, she saw something when she looked up. She then saw an old lady swatting violently at a fly before she leaped up, stuck to the ceiling, and ate the fly before falling down on her feet and cracking the joints in her neck rather grotesquely.

At first she was disgusted by her eating the fly. "Blech!" But then, realization at the amazing sight hit her like a truck. "No way! Ninja old people?!" She then turned and saw Marty driving the cart away. But then, the lawn sprinklers turned on and he got a panicked look on his face as he veered the cart away and gave a sigh of relief as Frost Blight looked on. "I wonder what Mr. Friendly's up to." She then followed him by flying behind him, going unnoticed by the onlookers due to her size.

* * *

A few minutes later, Frost Blight had followed Marty to the complex's waste area where he lifted up a folded red rug onto his shoulder. But then, he walked over to the gate, stretched up his legs and stepped over it with no effort at all as Frost Blight just looked incredibly creeped out.

"This place just keeps getting weirder by the minute," she stated as she squeezed through one of the gate's holes as she looked to see Marty moving the garbage dumpster out of the way, revealing a hidden staircase underneath it as he was about to go down when the watch symbol started beeping rapidly, much to Frost Blight's panic as a flash of purple light came out and Jen fell to the ground and let out a grunt of effort.

Marty unfortunately heard that and stretched his head around to the back of his body as Jen let out a disgusted squeal.

"That is so wrong," Jen said as Marty then stretched around the rest of his body and screeched as Jen screamed in terror as he grabbed her by the shoulders before she struggled out of his grasp.

Jen looked at the closed gate as he creeped towards her. "This is where those 2 years of gymnastics lessons pays off." She then started scaling the gate's grating and then once at the top, she then did a double front flip and landed on the ground gracefully before she made it to the golf cart as Marty stretched over the gate again and ran for her as she then floored it as the golf cart was going about as fast as Marty was running as Jen looked back at him in a frenzy. "Okay. Creepy old guy coming right for me. Maybe this won't be the most boring place on this vacation after all?"

She then floored it but the golf cart only went 40 mph and she grunted in effort. But then, Marty stretched his arms forward, grabbed the front of the cart and started dragging it back. Jen then started panicking and then spied the golf clubs in the duffel bag and then sliced off his hand with a mighty "Fore!" She then started driving away from him, but then felt a bump on top of the cart and knew that Marty had climbed on top of it. With the sudden jolt, she lost control of the cart and then hit a parking space block and then they both went flying into a tree Jen groaned and sat up in pain and leaned against a tree to rest.

But not for long as Marty suddenly reformed himself like rubber and Jen was too weak to fight back as he grabbed her legs and started stretching backwards as Jen started struggling with her Omnitrix as she grunted in effort.

But then, Marty noticed the lawn sprinkler spraying onto him and he grunted in fear as he ran off, leaving Jen very confused.

"What the heck was that all about?"

* * *

Later back in Aunt Vera's house, Ben, Gwen and Max were in the kitchen when Jen came rushing up to them out of breath.

"Guys, something is seriously wrong with this place!" she shouted before Max shushed her.

"Your Aunt Vera is sleeping."

"Are you for real? It's only like 6:30."

"Thank you!" Ben said, while shushing. "But seriously, what's wrong, sis?"

"Bro, this place is so much creepier than we thought. I was out for a walk and I saw some pretty strange things to say the least. First, this old woman ninja scales up a wall, munches on a fly and lands on the floor without so much as a scratch on her. Then, Marty, the creepy guy from next door is this weird alien who has the ability to stretch his neck 180 degrees and he can stretch his body to limitless forms and-"

"Slow down, kiddo," Max said.

"Jen, you snuck out. Aunt Vera was heartbroken," Gwen chided.

"She's old. She'll forget soon enough," Jen said.

"I believe you. We've seen enough strange stuff this summer for anything to be possible," Ben said, giving Jen a slap on the shoulder.

"Thanks. I think we should hero up and check out Marty's apartment," Jen suggested.

"Well, maybe we should do some investigating. But you two stay exactly as you are," Max said.

"Fine," the twins sighed.

Max then gave an exaggerated old man voice. "Us old geezers don't forget as much as you think." He then winked at Gwen before walking off.

"You know, ever since you two got those watches, you've been like magnets for the weird."

"Why do you think I've had such an open mind as of late?" Jen said.

* * *

Later, the family entered Marty's apartment with Max cracking open the door just a tad before calling out "Hello? Anyone home?" When nobody answered, he shushed his grandchildren before they entered the apartment with hesitation in their walk as they saw the creepy shadows scrawled upon the wall. They also heard a ticking noise followed by a ringing.

They then searched the apartment for a light switch so they could see their way around for anything unusual. Then, Gwen felt something touch her as Jen flipped the light switch and they saw it was just a coat and hat on a rack blowing by the open window.

"Well, nothing seems out of whack," Max analyzed.

"I"m telling you, I know what I saw," Jen persisted. Then, she saw a faded spot on the carpeted floor. "Oh yeah, I forgot to mention. When I caught him, he had something rolled up in a rug and stashed it in a secret passage under the dumpster. This is where the rug was."

"I'll admit, it does seem unusual that a rug would be removed from an apartment like this," Gwen admitted.

"Ben and I have proved time and time again that we're not crazy. I'll prove it this time too," Jen promised.

* * *

Back at Aunt Vera's house at sunset Max was showing the kids to their rooms. "You kids sleep well. I'll be in the guest room if you need me."

"But Grandpa-" Ben began before Max interrupted him.

"There's nothing more we can do tonight. I'm going for an early walk in the morning. When I get back, we'll check things out again. Now get some rest," Max said before leaving them alone as Jen nodded.

"He's got a point. We're going to need all the energy we can get to uncover whatever's happening here," Jen said before she gave out a loud yawn and stretched before heading to her room. "Nighty night."

* * *

In Vera's room, the sleeping Vera's hand fell off of the covers as the same substance that attacked Marty suddenly slithered in the rafters. It then slithered up her arm before she suddenly woke up as the slime-like substance covered her body completely Spider-Man 3 style before she could even scream.

* * *

The next morning, Ben went through Vera's fridge with his sister and watching miserably and his cousin getting a glass of water. "Prune juice, prune juice, and, oh what a surprise, more prune juice."

Jen sighed and rubbed her brow with her fingers. "Why is it seem that old people were always old? I know that they were young like us once but man does it not feel like it."

Then, Vera came down the stairs to the kitchen.

"Good morning, Aunt Vera," Gwen said with a smile. "How did you sleep?"

"Just... fine," Vera said with little emotion in her voice, which caused the twins to raise their eyebrows in suspicion. "How about you?" Then, she reached out like a zombie and pinched Jen's cheeks rather painfully.

"Fine, Aunt Vera," Jen said.

"I made you some coffee, Aunt Vera," Gwen said. But then, she tripped and sent the coffee and water sprawling to the ground, causing Vera to panic, jump up, and do the splits between the kitchen shelves.

"Clean it up! Clean it up right now!" She ordered as the kids looked absolutely shocked at the sight of it.

"I'm sorry," Gwen apologized before she cleaned up the coffee and water with a towel.

Vera then jumped down once it was cleaned up and glanced over to see the empty guest room where Max was sleeping.

"Where did your grandfather go?"

"He said he was going for an early walk," Gwen said.

"Well, behave yourselves. I'll be back soon," Vera said before walking away from them and Jen crossed her arms.

"She's one of them," Jen said.

"One of what?" Gwen asked.

"Whatever's possessing this old people. I've seen senior citizens who are rather spry in my life so seeing one do the splits is not out of the realm of plausibility for me. But an entire comunity and one of which seems to have elastic powers? I can only suspend my disbelief so far."

"I believe you," Ben said. "I would have said you were crazy too until I saw it for myself."

"But Aunt Vera wasn't anything like that before," Gwen reminded them.

"Maybe she was normal before. Or at least normal when it comes to old people. But someone or something has got to her and who knows how many of the fossils around here," Ben said.

"We've got to do something," Jen said as they nodded.

"I think we need to go look for Grandpa Max," Gwen said as the three walked out of the house.

* * *

Later in an alleyway, they were walking down an alleyway in the complex silently with Jen leading the charge.

"So, where are we going, Sherlock?" Gwen asked as Jen pressed herself against the wall and saw two seniors looking suspicious walking past them.

"The trap door by the dumpster," Jen said. "When I first confronted Marty, he was stowing something in it. If I'm right, it might be the real Marty," she stated.

The three waited for the seniors to pass out of sight before they made a break for it and hid in another alleyway.

* * *

Meanwhile, Marty and another senior were waiting by a wall as Vera walked up to them.

"Is the food supply ready for transport?" she asked.

"The pods are in the final stages of gestation," Marty said. "What about the young ones?"

"Too chewy," Vera sighed and shook her head. "They need to age more before they get nice and tender."

"I'm not talking about eating. The brunette girl suspects too much.

Then, Vera gave an evil smile.

* * *

Back with the kids, they finally made it to the dumpster as Jen pointed.

"It's right over there," she said as they walked over to it.

"Just follow the disgusting smell," Gwen stated, holding her nose.

"That's one way to put it," Jen admitted.

Soon, they passed two seniors playing shuffleboard. Then, they gave a menacing growl and started chucking the pucks at them as Ben grew concerned. "Run!"

They then ran for cover from the flying pucks before they ran behind a corner and panted heavily.

"So do you believe me now?"

"I do," Gwen said.

Then, Max came out from behind them as they looked over.

"Guys, what's going on?" he asked.

"They're everywhere!" Ben shouted.

"I know," Max said before he stretched out and revealed his jagged teeth. "Come here. I'll protect you," he then gave out a roar as Jen glared.

"No one messes with my grandfather!"

"Let's get out of here!" Gwen shouted as they ran away again. But soon, they were stopped by Vera, Marty, and another senior blocking the way holding up a car. They then looked back to see Max charging them as the twins looked at each other in fear.

"Oh, this is not good," Ben said as the seniors tossed the car at them and they ducked out of the way as the car then suddenly landed on Max as they all looked concerned.

"No!" Gwen shouted.

But then, suddenly from the wreckage of the car, a formless slime-like being flowed from out of it and formed itself into Max with his left eye exposed and not solid as the others surrounded them.

"Gwen, get to the trap door!" Ben said as Gwen nodded and ran to the dumpster and saw the trap door underneath it. She then tried her best to move it but she just wasn't strong enough.

The twins looked at each other as they backed up from the old people walking towards them.

"Hero time?" Jen asked.

"Hero time," Ben confirmed as the pair chose a form each and slammed their watches down.

The watch sank into his wrist, causing his veins to pulse and expand rapidly, until they reached his eye, which he clenched shut. When he opened them again, they were fully orange. Afterwards, orange fur sprouted all over his body, his teeth turned to fangs and he grew three gills on each side of his collar. He stretched his three-fingered paw out and it sprouted black claws. The watch's symbol was on his shoulder pad and he let out a roar as the transformation ended. This was Wildmutt, which he now called the canine alien.

Like her brother, the watch sank into Jen's wrist, causing her blood vessels pumped abnormally before they travelled up to her eyes and when she shot them open, her sclera turned green and her pupils contracted into feline slits. Her body started cracking and snapping as her mass built up to that of a teenager and her skin erupted in pink fur with blue stripes. Her hair grew longer into a mane-like state. She rose to the camera and her teeth sharpened to fangs and her face pushed out into a small feline muzzle and then the camera shot to the rear view as a long pink and blue striped tail shot out of her spine. She rose her arms up, shot out her claws from her paws and slammed them against the ground and gave a mighty roar like the tigress she now was as the transformation ended.

The pair then growled and snarled at the seniors as Wildcat looked at the dumpster and then tossed it to the seniors, crushing them.

Wildmutt then glared at the trapdoor and snarled lightly at Gwen and she nodded.

"Got it," she then got to undoing the locks of the door. "It's kind of scary I'm starting to speak mutt."

Then, the seniors came oozing out of the dumpster and started towards them just as Gwen opened the door. Wildcat picked her up on her back and they jumped down into the trap door as the seniors glared at them from above.

"Does the expression 'look before you leap' mean anything to you?"

Then, they glanced upwards and, much to their alarm, the seniors started crawling down, sticking to the walls like spiders while growling at them.

"Move it!"

The pair then ran through the caverns as the seniors leaped down and started following them as they left no haste and didn't stop before they saw the tunnel split into two paths as they glared.

"These tunnels must go under the entire complex," Gwen analyzed as she got down from Wildcat as she then sniffed the air suspiciously as did Wildmutt as he saw the heat signature of the Max as he then stretched his arms at them as Wildcat grabbed his arms and swung him into the wall.

He then grabbed Wildcat's scruff and flipped her onto her back as she groaned in pain and her brother glared at him as he started punching him in the face with no hesitation as he groaned and snarled at him before slamming him into the wall, grabbing his arm, shaking him like a rag doll and right by Wildcat as she snarled angrily and unsheathed her claws as she was about to bring them down on him as he then briefly turned normal again.

"You wouldn't want to hurt old Grandpa Max, now would you?" he said as Wildcat purred thoughtfully as he then glared at her and gave a spin kick to her which caused her to fly back before she adjusted herself and landed on all fours, her claws digging into the rocky floor as Wildmutt and Gwen met up with her.

"Hey, short, dumb, and hairy. Rule One: he's not Grandpa. He's an alien freak," Gwen stated. "And that leads to Rule Two: we kick alien butt."

Wildcat nodded as she and Wildmutt charged him as they both gave rapid punches, slashes and kicks to him before Wildcat grabbed him and tossed him into the wall again, this time causing a bunch of rocks to fall on him, finishing him off.

Then, the pair sniffed the air briefly as they then charged down one of the split tunnels as fast as they could.

"You don't come with seatbelts, remember?!" Gwen shouted as the pair ran down as fast as they could as the watches started beeping, signifying the time out as they slammed into the wall in a flash of red and purple light as they recovered and shook their heads as the twins were back to normal.

"Hey, freakshow!" she told Ben. "What do I look like, a crash test dummy?!"

"Sorry," Ben said. "It was the only way we could get through."

"Listen, Gwen, I don't know what it is but I think we picked up a scent coming through here," Jen said. "Come on," they then walked down the caverns again as they then saw a spaceship and a bunch of pods that looked like they came out of Alien.

"It's like everyone in Retirement Village has been podded up," Gwen said as they looked through the pods. Ben came across the one that was holding their grandfather.

"Grandpa Max!" Ben said as he gripped the pod and pulled away, ripping it open and Max came out and came to his senses almost instantly.

"I was out for a walk and then *groan* I can't remember what happened next," Max explained as the twins helped him to his feet.

"You and the others in the complex were podded up by these gross shapeshifting aliens," Jen explained.

Ben ran over to another pod to free someone else before he was interrupted.

"I wouldn't do that if I were you," Vera said as she, Marty, and another senior walked up to them.

"Well you're not me," Ben said as he, his sister, and his cousin got into a fighting stance.

"Not yet, I'm not," Marty said as he and the others let out a shriek and transformed into their true forms: a green amoeba-like being with the ability to screech loudly with their organs visible in their transparent bodies as Jen looked sick to her stomach.

The others backed up in fear as the aliens approached them.

"You can fill me in later," Max said as Gwen accidentally touched the pink wall behind her, which turned yellow and revealed itself to be a door to their ship and she looked behind to see a ton of pods already loaded into the ship.

"Guys, look over here," she shouted as they all looked into it to see the pods.

"Their ship," Max exclaimed as he ran over.

"They found it!" one of the aliens shouted. "We can't let them out!"

With that, the ship activated, shining brightly, illuminating the cavern.

"Get the pods on board," another of the aliens said. "They've been marinating long enough."

"Marinating?" Max asked as Gwen looked up and gasped as she saw Vera's pod.

"They've got Aunt Vera!"

The twins then backed up and nodded to each other as Ben activated their watches and selected their forms.

"You guys really burn me up," Ben said as he slammed down his watch and transformed in a flash of green light.

The watch sunk down into his arm and from where it sinked, brown-orange rocks erupted from his skin and worked their way down his body until they reached his eye. Then, cracks appeared in the outline of his now rocky skin and the watch symbol appeared on his chest. His head erupted into flames with a face outline inside and he struck a pose, transforming into Heatblast.

The aliens stepped back in fear of the fiery alien as he grunted back. "Now I'm going to return the favor," he then thrust his hands forward and produced a fireball that blew the aliens back as they all jumped up and morphed into each other in a massive mass of green goo as Jen looked absolutely disgusted.

"Whatever you are, you just made a terrible mistake," the giant alien said. "Us Limax live for the heat. Why do you think we came to the desert in summer?"

Jen then glared. "Oh yeah? Well we're about to give you four times the trouble!" she then activated her watch and slammed her core down.

The watch sank into Jen's watch and his blood vessels expanded rapidly before spreading across her entire body, which eventually reached her eyes, which she clutched shut and when she shot them open again, they were fully golden. A second pair of arms shot out from below her primary pair and her muscle mass grew exponentially. Her feet morphed themselves to only have two toes and her skin turned red with a few black crests on his face and she grew a second pair of eyes beneath the original ones. She wore a pink and black one-piece bodysuit before he shot a pose. Her Four Arms was slightly more feminine than Ben's in form and she let out a grunt as she punched both sets of fists together.

The twins set out punching the formless mass rapidly only to be picked up with the Limax's tentacles and slammed around the walls and floor before it noticed Gwen and Max unloading the pods from the ship. To counter this, he sent out two globs of itself that slithered their way towards them.

Gwen tried to pick up Vera's pod until she was suddenly stopped by one of the Limax, which slashed her backpack off and open. That was its mistake as Gwen noticed her water gun in it and she smiled as she dove for it.

The two Limax ran away in fear from her water gun as she sprayed them and they dove out trying to avoid it.

"They hate water!" Gwen shouted in realization to the twins. "Aunt Vera when we were in the kitchen!"

"Or Marty when I was on the golf cart," Four Arms said to herself.

The twins then noticed a water pipeline above them and then nodded to each other as Heatblast fired a fireball at it and it sprayed water on the giant Limax as he roared in pain and let the twins go before Four Arms jumped up and completely separated the pipe, spraying a massive gush of water on the giant alien as he melted right before their eyes just as Max and Gwen finished unloading the pods.

"Sorry! No drive-thru service here!" Max said as they ran out and the Limax rushed back into the ship.

The four stood back as the ship took off in a hurry before it made its way out of the cavern and up into space, leaving a massive crater in the ground.

"Good riddance," Four Arms said to herself.

"We should put them back into their condos so they'll think they never left," Max said as Gwen groaned.

"But that could take hours."

"Give us a few minutes," Heatblast said.

"XLR8 is good. But two XLR8's are going to be better," Four Arms said.

* * *

The next morning, when everything was back to normal, Vera hugged Max and the kids goodbye.

"Don't be strangers," Vera told her brother.

"We won't," Max said, getting into the drivers seat as Gwen walked up.

"Bye, Aunt Vera," Gwen said.

"Bye, dear," Vera said. "Oh, and this is for the road." She then handed Gwen a green Jell-O mold. "The twins told me how much you loved my gelatin mold. This one's lime with chunks of grouper and chickpeas."

The twins snickered to themselves.

"Uh, thanks," Gwen said as she walked to the Rust Bucket.

Vera then walked up to the twins. "I'm sorry if there wasn't enough excitement for you two, dears. I hope you weren't bored to tears."

"Actually, it turned out better than we thought," Ben said.

"There was more excitement than you can possibly imagine," Jen smiled.

"I'm glad," Vera said, hugging her great nephew and niece. "Have fun on the road."

"Don't worry. We will," Jen said as they ran to the RV.

"Oh, and Ben, Jen?"

The twins then turned to her.

"Keep up the good work, dealing with all those aliens you were telling us about."

"...You're kidding, right?" Ben asked as Vera laughed.

"Of course, dears," Vera said before shooting them a wink.

They then shrugged before driving away.

As they drove by the cavern, the Limax that was left behind started oozing out of the rocky walls and slithered away through the caverns.

Also, on a rocky wall, a figure stood by with her arms folded.

She's an ungodly-beautiful woman of age 25 with breasts in-between D and DD cups, strong, firm buttocks, wide hips and strong legs. Her eyes are sapphire blue and her hair are golden-blonde that reached to over her rump, lips as red as rich blood and has the height of 6'7". She wears a scarlet-red bodysuit with half-shoulder sleeves, elbow-length gloves and knee-high boots, and wore an eye mask over her eyes and a scarlett crown with a pink heart crest that held her hair, giving her a large bang that covered her right eye. She carried a long scabbard around her hip, held by the scabbard's golden belt with a pouch that was strapped around her waist and in her hand is a hi-tech binocular.

"Supreme Kai of Time did give me orders never to interfere with their business. But that doesn't mean I can't keep watch over them. The future must be preserved and the multiverse with it," she said. "I don't care how much Chronos Spanner talks down to me or gives me orders. I'm Queen of Cinnibar and nothing is going to change that."

The woman then summoned a large silver key with a rainbow shaft and slashed open a portal that she walked through, leaving this dimension behind.


	5. Hunted

**Yes, I updated this episode. I got back from seeing the new Predator film today, which inspired me to add it as a new bounty hunter to this chapter.**

* * *

Up in space in the Chimera Wrath (still in Earth's orbit), Vilgax, still recovering from his injuries, was observing five galactic bounty hunters on his screen in the training area on his ship. They were highlighted by five spotlights from above them.

The first wore purple armor with purple pads covering his central joints, an alien like belt, and four central lines on his helmet to provide outlines for his face. His name was Six-Six.

The second was a crab-like alien with goldish brown-colored armor, a sideways mouth, four scythe-like legs and a large, powerful pincer for a left hand. Within the pincer was a power blaster combined with a chemical sprayer. His name was Kraab.

The third was a 7 foot tall bipedal humanoid long, dreadlock-like appendages on its, their reptilian skin and a face with feature arthropod-like mandibles and no visible nose. It wore a uniform that featured a metal mask on with quills on its head and silver blades on its wrists and heavy armor. You may know this as a Yautja, nicknamed Predator by the general public.

The fourth was a humanoid wearing a suit of armor that consisted of a deep red suit of armor with a golden helmet and chestplate that had a pink visor which shielded her face from view. She had an energy cannon on her left arm that covered her hand. Her name was Maya Aran.

The fifth and final bounty hunter wore a shiny grey suit along with a black helmet with a small, teal triangle on it, shoulder pads and boots. There are glowing teal coloured lines in his helmet and shoulder pads. His went by the codename Hoverboard.

 _"Begin the audition,"_ Vilgax said over the ship's intercom as they got started.

Six-Six flew out first with his jetpack as a bunch of Vilgax's drones came out from the portholes and surrounded him. A socket in his armor opened and he pulled out a blaster and fired it on the droids, destroying a few of them. They fired back at him and he ducked out of the way of their lasers and activated his rocket launcher from his wrist and fired on another of the droids. He then pulled out grenade from another socket in his armor and tossed it at a few of the droids and it detonated, destroying them.

Kraab jumped down from the platform and attacked the droids, grabbing one of them with his pincer and tossing them into the other. He then spotted another come from him and he crushed it with his pincer and sliced another with his right hand.

The Predator glared as he activated his arm blades and sliced through every single droid he came across as he ducked under their blasts before firing a missile from his gauntlet towards them and destroyed them with a glare as he snarled at his colleagues.

Maya glared as she fired her power beam that sent out multiple blasts and charged blasts at the droids, destroying every single one they hit before she used her grapple beam on one flying overhead that she used to backflip overhead onto it and fired a missile into one overhead as she glared at them.

Then, from up above the four bounty hunters came another droid similar to the one that attacked the campground. Hoverboard pulled out his hoverboard and flew towards the droid and it fired a laser at him that hit him. But when the smoke cleared, it was revealed that he was completely unharmed thanks to his armor. He then jumped and punched right through the droid, destroying it as his hoverboard followed him and he folded it up and put it away as Vilgax's projection came on the screen.

 _"Impressive,"_ he said. _"You are all hired. Your objective is to retrieve the Omnitrixes. The one who succeeds collects the reward. Do not disappoint me."_

The five nodded in confirmation and then got into escape pods and they were jettisoned into the Earth's atmosphere, where they would meet their prey and destroy them.

* * *

Meanwhile somewhere in the desert, Max was setting up a training area with old cans and pipes as the twins stood on opposite sides and Jen was whistling patiently and tapping her foot as Max finished up.

"You two ready?"

The twins then smirked to themselves as the screen split and the two selected their forms and slammed the cores down.

Ben's watch slammed into his wrist and it became encased in green diamond before it covered his other arm and his head before it closed around his eye and it became fully golden. Four spike-like diamonds, the lower pair smaller than the upper pair, grew out of his back and his clothes morphed into a bodysuit, black on one side, white on the other. The watch symbol was on his upper left bicep as the transformation ended.

Chlorophyll-filled veins traveled up Jen's arm as the watch sank into her arm and she clutched her eyes closed before they opened, revealing a fully green color as her skin turned a lighter green then her eyes. Her clothes transformed into a plant-themed dress with white daisy-like ruffles with red in between the flaps and her shoes turned into grass-like flats. Her hair transformed into a budded flower on top of her head and pink flower cuffs appeared on her wrists and the watch appeared on the clasp of her dress skirt as she spread out her hands and a flurry of vines spread out as she ended the transformation.

"Oh yeah," Diamondhead said.

"We're ready," Blossom Rose said.

"Remember to think out there, you two," Max said. "Don't try to muscle it. Might isn't always right."

"I know," Diamondhead said as he turned his arms to their form where they shot out diamonds. "But it's always fun."

Max pulled a lever and a bunch of cans went sailing from a catapult and Diamondhead shot a flurry of diamonds at them and they embedded themselves into the cans. He pulled another one and nother catapult send another set of cans from the other side as Blossom Rose spread her arms and fired a flurry of thorns from them as they flew into the cans and hit them.

Max then smiled and pulled a lever from above him as two targets dropped down and the twins fired their diamonds/thorns into it from opposite sides as they smirked to each other. The two then fired their diamonds and thorns and destroyed a bunch of targets tied to cacti and on a few boards on the top of the hill and Diamondhead turned his arms back to normal, they both blew off their fingers and walked off.

Gwen observed the twins training as she squirted sunscreen into her hand and started rubbing it in. "Show offs."

"Focus, guys," Max said. "Think."

"No worries, Grandpa," Diamondhead said as a few more cans came flying towards him and he fired some diamonds at them. But then a tire came flying towards him and hit him before he could dodge and he sent diamonds flying in all directions as Max ducked for cover.

Gwen screamed and ran from her seat and ducked under the table as the diamonds pierced her seat and the sunscreen bottle. When she peeked out, the sunscreen came down on her head and she groaned in disappointment.

Diamondhead looked out as he saw Blossom Rose impaled into a wall, the crystals piercing her dress to the frame and she groaned in disappointment as she glared at her brother and pulled out as the petals that made up her dress tore from the crystals keeping them in. She looked down and gasped at the state of her clothes and glared at Diamondhead. "You ruined my dress!"

Diamondhead chuckled nervously at that as he smirked. "Sorry, my bad."

Blossom Rose then shouted out as she tackled her brother to the ground and they brawled across the floor, surrounded in a dust cloud as their faces popped up anime-style as they continued fighting.

* * *

"You rockhead! You almost turned me into swiss cheese!" Gwen shouted as the Rust Bucket drove down the road.

"I said I was sorry! What else do you want?" Ben asked as he turned to his sister. "And you've never been obsessed over your fashion before. You've always been a bit of a tomboy."

"I think it's only when I'm Blossom Rose that I'm like that. Remember that certain alien forms affect our personalities in some way."

"And what we want from both of you is to take those things on your wrists more seriously," Max said. "You two need to think when you use them. Lately you two have been charging into battle without a plan. Even you, Jen, and you're the responsible one."

"We know, but come on!" Jen said. "You two have seen the action. We're the toughest twins in town."

"We've kicked so much alien butt our feet hurt!" Ben said as he put his feet up on the table before Gwen pushed them away.

"Yeah, but one of these days, you're gonna get your own butts kicked. And I hope I'm there to see it," Gwen said with a smile.

"But I thought you liked me," Jen said, a bit hurt.

"I do, but not when you get as cocky as your brother."

"Well you better keep dreaming," Ben said. "Because that day's not coming anytime soon."

Then, suddenly, the Rust Bucket's engine sputtered loudly and the RV screeched to a halt.

"That doesn't sound good," Max said.

* * *

Back at the training site, Hoverboard looked over the remains of where the Tennysons abandoned the site with Maya by his side as they examined it. He looked at a radar tracker and spotted the energy signature of the Omnitrixes.

 _"This is where the Omnitrixes were last activated,"_ he said before walking off to examine closer, hoverboard in hand as the camera panned to see the other two bounty hunters on the cliff directly behind him.

S said something in his native alien tongue before activating his jetpack and flying off.

 _"You can say that again,"_ Kraab said. _"A rock pile like this is better off space dust."_

Maya used the tracking device in her visor and looked down to see one of the cans that still had one of Diamondhead's shards stuck in it. But as she reached down to investigate, the Predator grabbed it with an extendable claw from his armor and aimed it's missile guantlet at her. Hoverboard grabbed the can and yanked it out of his grip as the hunter alien extended his arm blades and reached for its blaster.

"Don't even think about it, Yautja. I've dealt with your kind back home too."

Six-Six said something in his tongue that sounded like a threat.

 _"Whoa! Big talk from a gearhead," Kraab s_ aid.

 _"Get in our way again and I'll teach you how to say 'dismantle,"_ Hoverboard said as Six-Six retracted his weapons, said a native comeback and flew off into the distance as the silver one put his blaster away and walked off.

Kraab spun his legs around like a drill and tunneled beneath the Earth's crust to search for the Tennysons.

The Predator glared and made a few clicks before it vanished using its cloaking technology.

As Maya walked away, he tripped on a rope that caused the targets from before to pop up. In response, she fired her power beam that destroyed the entire training site before Hoverboard put a hand on her shoulder.

 _"Watch it, Maya,"_ he said. _"We can't let those two know what our true mission is on this planet."_ _  
_

"You're right," she said. "We'll find the Omnitrixes and then we'll get them to where our

* * *

The Tennysons showed up at an abandoned town to look for repairs for the Rust Bucket as Ben sighed at them. It was completely deserted and the remains of the buildings and farms looked in really bad shape.

"Looks like nobody's home," Ben said.

"Not for a while," Gwen said. "My Intellimap program says this is Slatterville. Incorporated in 1857 after the discovery of silver. It went bust in the late 50's when the mine ran out."

"It's a virtual ghost town," Jen said as a tumbleweed passed by.

"Why does everything that comes out of your mouth sound like a book report?" Ben asked Gwen.

Max was under the hood of the Rust Bucket and sighed. "Aha! I think I found the problem." He then pulled out the fuel line that was pierced with one of Diamondhead's shards. "Leaky fuel line."

"Lucky shot?" Ben chuckled as Gwen sighed.

"I should be able to patch it up."

"Sorry Grandpa," Ben said with a sigh as Jen came up and started dialing her watch.

"I think I can help with that. Maybe Four Arms. No, wait- Frostblight," she suggested.

"I think that you two have done enough already," Max said. "I'll handle this."

"Alright. I guess we'll check this place out," Ben said as they started walking off as Jen laid her shoulder on her brother.

Max and Gwen looked after them, worried. Max turned to Gwen.

"Maybe you should go-"

"Make sure they don't find a way to blow everything up? I'm on it." Gwen said as she followed them.

* * *

The twins walked into Slatterville's mine and admired the old craftsmanship of what was in it.

"Man, talk about old school," Ben said. "Look at all this junk."

"Ben! Jen!" Gwen called as the two shot up and looked out of the mine and saw Gwen looking around.

Ben then smirked and activated the watch as Jen got a worried look on her face.

"Don't even think about it, bro," Jen said.

"Oh, I'm thinking about it," Ben said as he slammed the core down in a flash of green light as his sister just face-palmed and shook her head.

* * *

Meanwhile, Six-Six and the Predator detected the surge of energy on the radar on their gauntlets and then started advancing towards Slatterville.

* * *

Gwen walked into the mines with a suspicious look as she called out to them.

"Calling all dweebs!" she called out as she stared. "Guys?"

That was when a dark presence came out and phased through her as she saw a dark shadowy silhouette that started reforming into the power into its default shape as Ben smirked at her.

"What's the matter, Gwen?" he asked in a faint whispering voice. "You look like you've seen a ghost... freak!" He then started laughing to himself.

Ben's ghost alien form, Ghostfreak, is a phantom/ghost-like alien with a gaseous appearance and claw like hands. He has grey skin with black lines running all over him. The watch symbol peeked out of his skin on his lower left chest and he has a purple eye.

"Get over yourself, doofus. You don't scare me," Gwen said.

"I told him it was wrong," Jen said as she was leaning against a crate with a sigh as they then felt a tremor in the ground as she gasped. "You don't suppose there's some mine workers still working here?"

Then, they saw a faint shape tunneling towards them as Ghostfreak grabbed the girls and flew them away as Kraab came from out of the ground and revealed his head to them as the Tennysons looked very surprised by his appearance.

"Okay, him, I'm scared of," Gwen said, shaking.

"No problem. I'll handle this guy," Ghostfreak said as he flew over and glanced around, his eye traveling all across the tears in his skin as he glanced the crab over. "Man, you put the 'ugh' in ugly."

 _"Hand over the Omnitrixes and I promise that you won't sufffer... much,"_ Kraab ordered as he clutched his pincer open and shut.

"Dream on, shell-boy," Ghostfreak said as his eye traveled to the back of his skin and looked at the girls. "What's he talking about."

"Duh! Why else would an alien lifeform track us down, bro?!" Jen shouted.

"He wants the watches, Einstein!" Gwen agreed.

"You don't have to get snotty about it, Ms. Know-It-All," he then glanced back at the crab.

"Sorry, crabby. But we've kind of... bonded with the watches," Jen said.

 _"Not for long,"_ Kraab said.

"You have no idea who you're messing with," Ghostfreak said as Jen dialed the watch in and slammed down the core transforming into Needle Mouse with a glare as she drew her right paw back at the ready.

 _"Funny,"_ Kraab said. _"I was just about to tell you the same thing."_

Suddenly, the Predator burst through the doors and snarled and glared at the three as he aimed his blades.

"Okay," Ghostfreak said. "Do you know this one? "Now you see me, now you don't." That was when he turned invisible, leaving behind a very freaked-out looking Gwen and a Needle Mouse who was standing her guard.

Needle Mouse ran in and tossed her quills at the Predator, which he swatted aside with his blades and fired his blasters at her, which she spun away from using her spin dash move before she slammed into him and sent him sprawling on the floor before he stabilized himself with his blades and glared.

Gwen chuckled nervously and ran away as Needle Mouse curled up into a ball and spin-dashed into him as she banged around the crates like a pinball and kept slamming into Kraab, causing some damage from her quills as she then unfurled and landed on top of a crate as she smiled.

"I never did like shellfish," she said to herself.

The Preadator recovered and glanced around as his thermal visors on his helmet shifted to his infrared vision as he glanced around to search for Ghostfreak's heat signature in order to detect him as Ghostfreak popped up behind him and attempted to phase through him before Kraab popped up behind him, surprising him.

 _"You're as arrogant as you are dimwitted,"_ Kraab stated before he turned his body around again and fired a strange goo at Ghostfreak, deactivating his invisibility. He then glanced around as he tried to turn invisible again, which didn't work as he looked around in a panic.

"What happened?"

 _"Your protoplasm is now solidified,"_ the crab explained. _"making it easier to do this!"_ He then punched Ghostfreak right in the face (or would have if he had a discernible face), sending him flying into the crates behind him and he put his hands on the floor, dazed.

Meanwhile, Needle Mouse snuck from the Predator with a glare as she readied some of her quills to fire at him. She then fired them at him as he reached around and grabbed them with his hands and crushed them as she then shouted out and tried to spin-dash into him before he grabbed Ghostfreak by the tail and swung him around at her, sending the both of them flying into the wall as Needle Mouse was stuck by her quills into it as she then gave out an annoyed "hmph" and crossed her arms.

"Who the heck is this guy?" Ghostfreak asked.

"Remember when I said I wanted to be there when you got your butt kicked?" Gwen asked. "I take it _way_ back."

The pair of bounty hunters then started to walk towards them as Ghostfreak and Gwen grabbed Needle Mouse by the arms and pulled back as hard as they could before she popped out of the wall.

"You two are the superheroes! Do something!" Gwen shouted as the two got up and started to engage the pair of hunters.

"You two had better keep your claws to yourself, punk!" Needle Mouse shouted as she dodged out of the way of his swipes at her.

 _"You two are getting really annoying!"_ Kraab shouted as he fired a beam at Ghostfreak and the Predator fired a missile at Needle Mouse that managed to score a direct hit and he was sent flying.

"You have no idea," Ghostfreak grunted as he stood up and the crab stalked towards him as he struggled to get up.

The Predator gave out a few clicks in his native language.

 _"I couldn't have said it better myself, my friend,"_ Kraab said. _"Hardly worth the hunt."_

Gwen looked and saw that the pair had walked right onto a lift and the lever was right by Ghostfreak.

"Hey, Ben! Give him a lift!" Gwen shouted as he looked at the lever and then pulled it as the lift rose up towards the ceiling of the mine and crushed the pair bounty hunter right on top of it as Needle Mouse then tossed a quill at the lever box and destroyed it as the Omnitrixes timed out and they transformed back in a flash of red and purple light.

"You okay, bro?" Jen asked as Ben rubbed his head, still covered in the goo.

"Oh, man. That was even weirder than when I normally go Ghostfreak," Ben said as they looked at the crushed crab and saw his legs twitching.

"Come on. Let's get out of here before Crab Cake wakes up," Gwen said as they both ran out of the mine.

Unbeknownst to them, Hoverboard and Maya were watching them leave and Hoverboard's visor gave out a shine in the light as they turned away.

* * *

The kids ran to their grandfather at the Rust Bucket.

"What happened?" Max asked them.

"You know, the usual," Gwen stated. "Some giant crustacean and a reptilian alien with dreadlocks burst out of the ground and attacked us."

"It said it wanted the Omnitrixes," said Jen as she showed hers.

"Oh, so we're calling them that now?" Ben asked as Jen sighed.

"If that's what they're called, then yes. We're calling them the Omnitrixes," she stated plainly.

"Just let me go Four Arms and I'll send him right to Portland," Ben said as he started dialing in his Omnitrix before Max laid a hand on his shoulder.

"No time," he said. "Repairs are done. We're out of here."

"But Grandpa," Ben began before his sister nudged him in the shoulder.

"He's right. The Omnitrixes need to charge, bro. We'd better leave this place behind," Jen said as they got in and started driving away as Gwen looked out of the window.

"No sign of crab guy, yet," she said.

"Well, he'd better not show up if he knows what's good for him," Ben said, showing his Omnitrix as they all felt a thud on the roof and a chainsaw like blade sawed its way through the roof of the Rust Bucket as they all gasped.

"I think we just picked up a hitchhiker!" she shouted as Six-Six snarled at them as he pulled away the roof.

"Who's that?!" Gwen shouted.

"I don't know! They're the ones hunting us!" Ben shouted as Max slammed the brake and Six-Six was sent flying off of the RV and onto the ground.

Six-Six stood on the ground dazed before Max advanced and ran him over with the Rust Bucket. But suddenly, the RV stopped in the middle of the road. Max then looked out of the car and saw that Six-Six had slashed the tires.

They all got out and saw that they had no way to get away from Six-Six as Max spied a mine shaft with a cart leading into it. "In there!"

They Tennysons ran away from them as Six was about to follow. But then, suddenly, Kraab then came burrowing up to him and popped out of the ground with a flourish as Six-Six looked on in shock. _"Remember me?"_ He then tackled him to the ground.

Ben, Jen, Gwen and Max then ran into the mine to get away from the bounty hunters before hiding behind a wall. Ben then sneaked a peek behind the wall and saw they weren't being followed. "*sigh* The coast is clear."

Then, the Predator burst up from out of the ground, surprising the family.

"Don't you get tired of being wrong all the time?!" Gwen shouted.

"Yes. Yes I do," Ben said as Predator approached them.

He gave out a few clicks from its mandibles and glared at htem.

"I have no idea what you said, but you'll never get the Omnitrixes!" Jen shouted.

Max then picked up a large piece of rock and tossed it at the Predator, which he easily sliced in half with his arm blades.

"Run!" Gwen shouted as they all ran away from him down the tunnels of the mine as Ben and Jen fiddled with their still-recharging Omnitrixes.

"Come on! Do something! Even Grey Matter would be good right now!" Ben shouted.

They then gave a sharp turn as Kraab joined the Predator in the hunt and then crashed into the wall beside them before continuing chasing them

The gang continued running until they reached a dead end with a chasm directly beneath them as Gwen shouted.

"Great. We're trapped," Jen said.

"Now what?" Gwen asked.

Max then looked around and saw a mine cart on one of the railings with a lever next to it. "We take a ride."

They then ran to the mine cart as Kraab and the Predator continued his pursuit of them. The kids then got into the cart as Max pulled the lever causing it to start to move before he jumped for it and barely managed to grab the cart before the kids pulled him in as the cart went to the other side as they watched Kraab and the Predator leaving as Jen stuck out his tongue at him.

 _"What a pathetic excuse for prey!" Kraab_ said as the Predator prepared to cut the wire to send them all to their doom before he was hit by a laser blast and Six-Six resumed his assault on them by sending several blasts at the mine cart as the group gasped from the impact.

"He's coming in hot!" Gwen said as the twins fiddled with their Omnitrixes.

"We need a plan," Max said as the Omnitrixes activated and Ben smiled.

"Yes! Who needs a plan when you've got the watch?" Ben said as he and Jen got up.

"We'll take it from here," Jen said as they both slammed down the cores.

"No, guys! That's just what it wants!" Max warned as Ben and Jen transformed into Diamondhead and Firefly respectively.

They then jumped out of the cart and tackled Six-Six and Diamondhead transformed his arm into a blade and Firefly flapped her wings rapidly and they fell into the chasm.

"Ben! Jen!" Max shouted as Diamondhead rode on Six-Six's jetpack and Firefly uesd her wings to fly through the air as they struggled with the alien before they crashed into a wall and fell onto one of the stands on the mine as the cart went into the tunnels without the twins on it.

"Guys, come on!" Gwen shouted as the twins stood up.

"We'll catch up," Firefly said.

"First we'll put some dents in this walking soda machine," Diamondhead said as he activated his blade arms before the pair were grabbed by Kraab's pincer and thrown into the wall behind them.

'We really should've seen that coming," Firefly said before they got up and attacked the three bounty hunters with all their might before they were eventually defeated and tossed into the wall as she stood up dazed. "That was rather uncouth."

Six-Six then approached them before being stopped by the crab.

 _"Back off! That reward's mine."_

The Predator gave out a few clicks in its native language.

 _"Well you don't have to get personal!"_

Then, a grenade appeared in the area before releasing a bunch of smoke which briefly knocked the two bounty hunters out. The twins looked up and saw Maya and Hoverboard holding a grenade launcher in his hands before Diamondhead groaned.

"Three was bad enough."

Hoverboard flew towards them with his hoverboard with Maya riding on it next to him and he grabbed the pair of them by their backs and flew them out of the mine and back into town before throwing them to the ground as Firefly stood up with a glare.

"That's no way to treat a lady," Firefly groaned.

 _"6 billion sentient beings on this planet and the Omnitrixes end up in the hands of two foolhardy youths."_ Hoverboard scoffed.

"Foolhardy? I'll have you know that I am the most proper lady that you will ever lay eyes on."

 _"No. The Pyrolampus Queen is the most proper lady you'll ever lay eyes on. In your default form you're definitely foolhardy,"_ Maya said.

"I hate to rain on your parade, but like we told your two buddies, these things don't come off. Believe me, we've tried," Diamondhead said.

 _"Of course they don't. Their power utilizes alien DNA, which binds to the host's own genetic structure. They can't simply be removed like taking off a hat," Hoverboard said, crossing his arms._

Diamondhead tried to sneak up on Hoverboard with a punch but Maya caught him in the act and fire a missile at the diamond warrior and Firefly flew up and caught him.

"Are you ever not going to fall for that?" she sighed as she set him down on the ground.

 _"Your choice of warriors is based solely on brute strength without regard for any strategy. Do you ever pause to consider your actions at all?"_ Maya asked

"Hey! We've kicked more than our fair share of alien butt," Diamondhead said.

 _"Yes. Such as your recent success in the mine shaft with the bounty hunters,"_ Hoverboard pointed out.

"You have us there, good sir. Well played indeed," Firefly complimented. Diamondhead then proceeded to try to punch Maya again as Firefly tried to point it out to him as she watched the hunter dodge and avoid him as she shook her head. "Why bother? He never listens."

 _"You two were moments away from losing your lives. And the Omnitrixes. Victory should have been swift and easy,"_ Maya said as she threw Diamondhead into the mine carts as Firefly ran up to him and crossed her arms. _"The Omnitrixes are not just some toys for your amusement. They are the two most powerful weapons in the galaxy. The keys to an epic battle between good and evil."_

"Oh, and which category do you twofall into?" Firefly asked as she helped her twin to his feet

 _"Correct me if I'm wrong, but I do believe we just saved your lives,"_ Maya said.

"You're the good guys?" Firefly asked.

 _"Our mission is to retrieve the Omnitrixes at all costs. Since they are attached to you two, we will bring you back as well for their removal,"_ Hoverboard explained.

"Oh no. We're not going anywhere," Diamondhead said.

 _"It's not your choice, little one,"_ Maya said.

"It is now," Firefly said as she lit her hands up in flame and tackled Hoverboard in a flash, knocking his hoverboard away as she punched him in the face with flaming punches before he grabbed her fists and tossed her away as she groaned in pain as Diamondhead tried to do the same to Maya but was met with identical results.

 _"It's astonishing how little you know of this aliens' strengths or weaknesses. You've barely scratched the surface of it's potential."_

"Oh, and what makes you such an expert?"

Hoverboard then opened his helmet to reveal a face identical to Diamondhead's. It was the same alien species.

Firefly got up and noticed the hunter's face. "Never would have seen that coming."

"You're me," Diamondhead said.

"Wrong. I am a noble warrior, Tetrax Shard. You, on the other hand, are an impulsive annoyance," the hunter said as the Omnitrixes timed out and the twins turned back to normal and he picked them up.

"Hey! Let us down!" Jen said.

"I guess we're two of a kind," Maya said to Jen as she removed her own helmet, revealing herself to be a young woman with brunette hair tied in a two pigtails as she glared at them.

"You're human?"

"Earth isn't the only place where humans live," Maya explained. "My name is Maya Aran. You could say that Tetrax and I are partners in this business. We find the hunt, we split the prize together. Now we have a mission that requires you."

Tetrax looked for the hoverboard and heard Kraab's mechanical footsteps approaching as he showed up with his hoverboard in hand.

 _"Looking for this? You're not getting off this planet with the Omnitrix. And just to be sure..."_ he gestured to his right where the Six-Six and the Predator came in and revealed they had captured Gwen and Max as they struggled in his grip.

"Hands off!" Max shouted.

"Let me go!" Gwen shouted as the twins looked on in shock.

 _"See, the three of us hav_ _e decided to work together and split the reward and you two_ _... in half,"_ Kraab said as he clamped his pincer twice to make a point."

"Give me my hoverboard!" Tetrax shouted.

 _"You want it? Go get it,"_ Kraab then tossed the hoverboard to his right at a rock resting nearby them. _"But you'll have to get past us to do it."_

Six-Six and the Predator then pulled out their weapons using one of his extra arms and started firing energy bolts at the four of them when Tetrax turned around, the bolts deflecting off of his indestrucible crystal body before he and his partner ran off with the twins and into an abandoned convenience store (ironically, convenient was the word that could be used to describe its presence.)"

The crab continued to fire on them when the Predator gave a few clicks to him in his native language

"Shut your gasket, snake head. I know what I'm doing."

"What are we waiting for?" Ben asked before Tetrax grabbed them by their collars.

"Don't be foolish. Keeping the Omnitrixes secured is the only priority here," Maya said to them.

"Not to us," Jen said. "That's our family out there."

"You two cannot save them. You would soon be overpowered and captured. Luckily for you two, I have a spare hoverboard that we can use to leave the planet while we still can," Tetrax told them.

"We have to get it now," he said.

"But," the twins began before Tetrax set them down and started to pull something out of his pack before he was swatted aside by the Predator and Six-Six.

"Hey, get your claws off my partner, bub!" Maya shouted, aiming her blaster at them as she and them got to different corners and engaged in a shooting match.

That was when Ben, out of the corner of his eye saw the hoverboard in the distance as he turned to his sister.

"Okay, here's the plan. You fake your surrender to the crab while I go and get the hoverboard. Then at the last minute, I'll fly in and grab you," he whispered.

"You don't even know how to fly that thing," Jen whispered.

"It's probably just like riding a bike. Anyone can do it with practice."

"Practice takes time, which is something that we don't have," Jen whispered before they turned to see Tetrax and the Predator brawling in a cloud of dust before Jen sighed. "Okay, we'll do it your way for once."

"That's my sister," Ben said as Jen sighed up.

She then ran out of the convenience store, being sure to kick up plenty of the desert's sand to give Ben some cover and got in front of the crab, who had taken Gwen and Max while the purple alien was fighting Tetrax, and glared at him.

"What are you gonna do? You don't have the charge on that thing, little girl," Kraab said as she then put her hands up into the air and got on her knees as she started to cry.

"I surrender! Do what you want with me! Just please don't hurt my family!" she begged as she turned to Ben, who was in a racing stance as she then winked to him as he started running for it, using the dust cloud Jen kicked up for cover as he ran for the hoverboard which was resting by a rock as he then picked it up.

 _"Nice try. But for us to get the reward, we need both of the Omnitrixes. Now where's your brother?"_

"Right here!" Ben shouted as Jen smirked and stuck her hand up as Ben flew in on the hoverboard without much control and Ben picked her up and swung her onto the back of it as they both wobbled from the sudden shift in weight. "Nice one, huh?"

"I knew those acting classes last year would pay off somehow," Jen said as they then saw Tetrax and the Predator crash out of the store as they struggled on the ground before he shot some crystals at Kraab who stumbled back from the sudden blows and dropped Gwen and Max in the process as they fell on the ground before he took out his spare hoverboard and flew to avoid the blasts from the purple alien while Ben and Jen crashed into the same store as they fell dazed as they looked at their respective Omnitrixes, which were still recharging.

Maya glared as she rolled up into her ball form and laid some bombs all around the area as Tetrax tossed the Predator into one of them, detonating the bomb and blowing him sky-high.

"Oh come on!" Ben said as they glared. "Recharge, already!"

Meanwhile, Max and Gwen ducked under a mine cart as Tetrax jumped off his hoverboard and landed square on Six-Six causing a massive dust cloud and forming a crater as Kraab stumbled back from the force of the impact.

Then, the two started brawling as Tetrax's enhanced strength allowed his punch to blow Six-Six back a few feet before he activated his gauntlet and fired a rocket from it, which Tetrax then blocked using a diamond shield.

Kraab tried to surprise him from behind, but Maya beat him to the punch. She grabbed his pincer and tossed him into Six-Six. The Predator started advancing on her from behind, which she sensed and fired a missile over her shoulder, which blew him back into the bombs again.

While all this was happening, the twins were watching from the convenience store with a concerned look on their faces before they saw that the Omnitrixes were ready to be used as they smiled at each other.

"Hero time?" Jen asked.

"You know it," Ben said.

Kraab then noticed them as they gasped and ducked for cover in a flash as he went after them before they activated the Omnitrixes.

Ben was about to transform into Four Arms before he remembered what Max and Tetrax said earlier.

 _"Remember to think out there, you two. Don't try to muscle it. Might isn't always right."_

 _"Your choice of aliens is based solely on brute strength without any regard for strategy. Do you ever pause to consider your actions at all."_

Ben realized that they were right. He's been muscling it out all day and every time he's gotten his butt handed to him. Maybe now was a good time as any to consider coming up with a strategy.

"Hey, sis?" Ben asked as Jen looked to him. "I think we should think our choices through."

"That is the best (and possibly only) idea you've ever had," Jen stated before Ben glared at her as she put her hands up and chuckled. "I'm kidding. Let's do it."

The two then chose two different forms from the ones they were going for.

Kraab then noticed the flash of green and pink from behind the table as he then invisibly smirked. "There you are." He then smashed the table... only to find nothing behind it.

Up in the rafters, Frost Blight and Grey Matter had just hopped up onto one of the beams as they turned to each other and split up, Frost Blight flying out the hole that Tetrax and Six-Six made in the wall while Grey Matter leaped onto Kraab as he started to scramble to get him off.

 _"Get off of me, you tiny little Galvan pest!"_ he shouted before Grey Matter leaped down to his neck and reached into an opening.

"There should be a nerve cruster in here somewhere," he said as they scrambled out of the door. Grey Matter finally pulled the cables loose before Kraab started thrashing, no longer in control of his actions before his head spun and he finally shut down, crashing to the floor and Grey Matter jumped off his shoulder before running for his sister. "One down."

Frost Blight was flying towards the still struggling Tetrax and Six-Six before she glared at him as he tried to spot an opening in the hunter's armor as she glared.

"Okay, Jen. Stay positive," she told herself. "You're three inches tall right now. You only see on the upside."

The Six-Six then got Tetrax into a headlock before activating his jetpack and flying upwards and bodyslammed Tetrax into the ground. Unknowingly to him, Frostblight had flown in through an opening in his neck and making her way to the workings of his systems.

On the outside, Six-Six spotted Grey Matter and glared before activating his rockets before Max tackled him.

"Ben, run!" Max shouted before the alien tossed him off him and activated a saw.

Grey Matter gasped when he saw this and ran towards his grandfather in an attempt to save his life.

Frost Blight also saw this as she then grit her teeth in anger.

"Not on my watch, mother..."

"No!" Gwen shouted as Six-Six was about to kill Max before Grey Matter jumped on top of him.

"Guess who?" he said as Six-Six scrambled.

Tetrax then recovered as he saw Grey Matter on Six-Six's head.

"I told you to stay out of this," he said as Grey matter smirked.

"What can I say? I'm a troublemaker," he said as he noticed the circuits in Six-Six's armor. "I wonder what would happen if I did this?" He then snapped a few cables and the alien's jetpack activated as they flew off. On the way, the out of control alien then crashed into the town's water tower.

Inside of his armor, Frost Blight started cackling like a witch as she then rubbed her hands and stuck them out as she then let out a massive gust of icy cold air from her mouth, hands and wings as the circuitry around her started freezing over as the lights in his armor started going out and he started falling to the ground with Grey Matter on him. She then punched her way out of the now brittle metal as she then flew out of the armor and grabbed Ben and started carrying him to the ground as she beat her wings.

"You know, I was doing just fine without you," Grey Matter said.

"You're welcome," Frost Blight said as they made their way back to their family, Tetrax and Maya with a simle.

The Predator glared and charged forward with a glare as he aimed his missiles at them with a glare before Maya noticed him with a sigh and a missile at him, sending him crashing into Kraab and knocking him out.

Six-Six then crashed on the ground right next to them.

The twins then noticed the now loose water tower starting to fall as Grey Matter started doing the math in his head at the trajectory of where it would fall as he then started chuckling to himself as the tower's shadow was cast on the three bounty hunters.

"I hate this planet," Kraab said as the tower fell on them, broke and the water started gushing out.

"Only one way to beat the desert heat, huh?" Grey Matter said.

"Pretty smart... for a human," Tetrax admitted.

Maya then cleared her throat as she stood next to him with a glare.

"Sorry."

Tetrax then activated a device that sent a cube that looked like the Tesseract that grew in size to encase the three bounty hunters, then shrunk down, imprisoning them as the Omnitrixes timed out. He then pocketed the cube with the hunters inside it.

"I'll return as soon as I'm able," he promised.

"And I'll be there too. You'll see us again," Maya agreed.

"What about these?" Jen asked, showing her Omnitrix.

"They're in good hands until then," Tetrax reassured as he then went into the store and grabbed his hoverboard before handing it to Ben. "I think you're going to need practice with this. And as for you," he pointed to Jen as he then pulled out his spare board and pressed a few buttons on it before the green color changed into pink as he handed it to her. "Take it. These may be of some use in the meantime."

"Sweet!" Jen said as she cuddled the board with her cheek as Ben smiled at her.

"Score!" Ben said.

"Consider them a gift," Maya said.

"Hold on, Tetrax," Ben said, suddenly. "You said that you needed this to get off the planet."

"Selected disinformation."

"I'm sorry?" Jen asked.

"He lied," Gwen explained.

Tetrax then activated his helmet as Maya walked up next to him and used a device that teleported him away in a flash of red light.

"How come you two get all the cool alien stuff?" Gwen asked the twins as they smirked at her.

"Fits our style," Ben said as Jen smirked.

"I've got something for you too," Gwen said as she took out her suntan lotion and dumped it all over her cousin's head as he shouted out.

"Hey! What was that for?!" Ben shouted.

"Wouldn't want that big head of your's to get sunburned," Gwen laughed as she walked away.

Jen was then laughing at that as Ben glared at her. "What? It was funny." Jen said as she activated her new hoverboard, got on it and smiled to her brother. "Race you to the Rust Bucket!"

"You're on!" Ben said as he got on his and the two zoomed off to the RV.

* * *

In orbit, on the Chimera Wrath, a robot watched on a monitor as Tetrax and Maya zoomed away in a flash of red light as it turned to its master.

"*Sigh* Betrayed," Vilgax said.

 _"Sensors indicate the Omnitrixes are not with the mercenaries,"_ the robot said.

"It appears the creatures who possess the Omnitrixes are as clever as they are fierce," Vilgax said. "But I shall not be denied."


	6. Tourist Trap

On the road outside of a city, Ben was making funny faces at a kid inside of another car moving right alongside the Rust Bucket as Jen sighed with her hand on her chin and strumming her guitar to herself as she tried to come up with something.

"I'd warn you that your face might freeze if you keep doing that, but in your case, it would be an improvement," Gwen mocked as Jen gently strummed her guitar and mumbled to herself.

"Come on, Jen, think! You know you've got in in you, just do something already!" she said as she crumpled up another piece of paper and tossed it into the trash can with tons of other papers around it and only a few actually landed in the can.

"Writer's block?"

"Like you couldn't believe," Jen said as she put her guitar down and banged her head on the table. "I want to write this really great song about a heartbreak somebody had but it's just not coming to me."

The kid in the other car then ate some of his burger he got from a drive-thru restaurant, chewed it and then stuck his tongue out as Ben as the three recoiled in disgust at that.

"Oh, man. The see-food special!" Ben exclaimed. "Time to pull out the secret weapon." He then held a finger up to him as he ducked under the seat, out of view of the window as he dialed his Omnitrix and slammed down the core, transforming into Stinkfly in a flash of green light and then stuck his face back at the kid, growling and green slimy drool foaming from his mouth.

The kid then screamed before his father noticed the alien and he then screamed as well before he floored the gas and drove away from the Rust Bucket as Stinkfly collapsed on his back laughing, his sides hurting in hysterics.

"You know, there is such a thing as taking a joke too far," Gwen stated.

Stinkfly didn't stop laughing before he blasted a stream of slime from one of his eyestalks onto Gwen's seat as she sat down, instantly feeling the moistness and she glared at her cousin.

"Impossible," Stinkfly said. "Funny is funny."

"Ben, better get up here," Max said from the driver's seat before he slammed the brakes and Stinkfly came soaring to the front of the car as Gwen and Jen walked up. "Oh, good. You're all ready to go. We've got trouble ahead."

They looked out the windshield to see a massive truck accident as a fuel truck was crashed into another truck with a fire going down on the floor as the fuel truck driver banged on his door, which was stuck due to the truck's position.

"Help!" he shouted.

"The door's stuck! He can't get out!" a civilian exclaimed.

Suddenly, the flames reached the leaking fuel from the truck and blazed brighter, much to the driver's fear.

"If that propane he's hauling catches fire, that truck will become a rocket to the moon!" Max exclaimed as Jen nodded and dialed her Omnitrix as she transformed into Battlefly in a flash of pink light.

"It's hero time!" she said as she and her brother flew out of the door and into the scene before they saw the fire burning bright as they both had trouble breathing from the smoke.

"Come on people," Max said, guarding the civilians who had pulled over to watch the scene unfold. "Let the bugs do some work."

"The fire's too intense!" Stinkfly said as his sister glared.

"If you weren't trying to show off to that kid in the car, you could be Heatblast right now and this would be no problem!"

"Hey, that gives me the idea," Stinkfly said as he whispered into Battlefly's ear as she then nodded.

"That could work," she then started twisting her hands together in a circle as a small cyclone appeared as she flew skywards and let the cyclone go downwards as it hit the flames, instantly evaporating them as the driver looked confused.

"The vortex sucks away the oxygen. No oxygen, no flame," Gwen explained to Max as Battlefly stopped to give Stinkfly a chance to breath.

He then flew onto the car and used his tail to slice the top of the truck down and open it and grabbed the driver out of the car and flew him outwards and set him down on the scene.

The kid from before then gasped at Stinkfly. "That's the monster that ate that kid!"

"We're not monsters!" Battlefly shouted from above. "We're aliens!"

"We've gotta fly," Stinkfly said as he and his sister flew away.

* * *

A little bit later, the Tennysons were back on the road before they stood there bored as Gwen started reading the roadside signs that were showing up.

"You'll have a ball with it! Next exit," she read.

"Come on, Grandpa!" Ben said. "At least give us a hint of what "it" is."

"Uh-uh, no hints," Max said. "I've been planning this stop all summer."

* * *

When they arrived at the destination, Max opened the door to let the kids out.

"Now, the three of you close your eyes."

The kids exited the Rust Bucket with their eyes closed.

"Okay, open 'em up."

The kids did so before looking up at the sign before them.

"Ta-da! Welcome to Sparksville!"

The kids then looked down at the town to see the old-fashioned culture. There was a hotel next to a giant jackalope, a gift shop and a hot dog restaurant among other things.

"Is this place great or what?"

"Let's go with 'or what," Jen said, disappointedly.

"Come on! What's more exciting than the world's biggest fish bowl?" Max asked.

"Um, everything," Ben said.

Then, a man in a suit walked over to them.

"As the mayor of Sparksville, I welcome you as seekers of wonder," he said in a monotone voice.

"I know you guys are probably excited to see 'it,' so I'll check us in," Max said as he handed the three their tickets as the kids just shrugged.

* * *

Later, at the Sparksville Museum, the kids were at the welcoming desk as Ben rang the service bell.

The man from before then showed up at the desk, much to their shock. "Tickets please."

"I thought you were the mayor," Jen asked.

The mayor then took their tickets and took his half before handing theirs back to them. "He who wears the crown is bound by many hats, little lady."

The kids then entered the museum through the gate as the man turned back to them.

"Mind the signs," he warned them.

* * *

We then cut to a montage of pictures of the kids looking at a jackalope and then Gwen mocking it with the twins laughing, Ben messing around near the jackalope, Ben and Gwen taking a photo inside of a standee that looked like the American Gothic, the kids at a planetarium, the kids looking at the World's Largest House of Cards, the kids admiring the aroma of hot dogs, followed by Gwen spraying Ben with ketchup and mustard, Ben tossing a hot dog at his cousin in retaliation, the kids sporting some souveniers from the gift shop, the kids acting like fish next to the World's Largest Fish Bowl, them looking bored on a bench with Jen sipping a soda, and finally, the kids by a sign saying "'It' is this way."

At the warehouse containing 'It", the kids were standing with the mayor with admittedly interested stares.

"Through these doors lies the weirdest, wildest thing ever to make its way to Sparksville," he explained before opening the door and the kids walked through into the darkness with slightly worried stares.

"Please tell me this is 'It'," Ben said as tons of neon signs that read "This way to 'It' lit up around them. "Because I can't stand 'It" anymore. 'Do not touch It," he read.

"Do not photograph It," Jen read.

"Do not use batteries or electrical equipment anywhere near It," they all read.

They finally reached some light and saw a neon sign that read "This is It."

"Please don't tell me it's the world's biggest Michael Jackson collection," Jen sighed to herself.

The sign then raised up into the sky to reveal ***drumroll***... the World's Largest Rubber Band Ball.

 ***cue wah-wah trumpet***

"This is It?" Ben asked in disappointment as the mayor walked up.

"It's a big ball of rubber bands," Gwen said.

"And who knows what secrets lie within?" the mayor said.

"Um, more rubber bands," Jen said.

"Stay as long as you like. But mind the signs," he said before walking away, leaving the kids to the rubber band ball.

"Look at this place!" Ben shouted. "These guys are full of 'It.'"

"We've been totally punked," Jen said.

"It is pretty lame," Gwen admitted. "I can't believe Grandpa was so excited about this place."

Ben then got a smirk on his face before he walked a bit away.

"I know that look, Ben," Jen said. "What are you thinking?"

Ben then got behind the ball and in a flash of green light, Four Arms appeared in his place and he lifted up the ball with a smile. "One good prank deserves another."

The girls then got a mischeivous look on their faces and they smiled.

"For once, I agree with you," Gwen smirked.

"What do you have in mind?" Jen asked.

"Maybe the World's Biggest Booger?" he asked as the girls laughed before Four Arms tossed the ball in between his top two hands.

"Careful, Ben! You'll drop it!"

"Not a chance. I can hold this thing with three hands tied behind my back," Four Arms then put three of his hands down, leaving the ball on one hand. Unfortunately, it started to rumble and his grip gave out as the ball fell out of his hand and bounced towards the girls before Jen tackled Gwen out of the way of its path as it bounced and broke through the warehouse as Jen groaned.

"Oops," Four Arms said as Jen activated her Omnitrix and glared.

"I'm on it!" she then slammed down the core in a flash of pink light. Her hands then lost two fingers and morphed into black scissor-like claws before her entire structure started to take on a more velociraptor-like state and her skin grew blue with black-armor like plating with pink on the center as well as her feet morphing into a ball-like structure, she grew a long blue and black striped tail and her head into a more triangular shape before her face was covered with a black visor with pink lighting as she struck a pose before XLR8 zoomed after the ball as it bounced, wreaking havoc through the town.

It destroyed a hot dog stand before it bounced off of a hay jackalope before it bounced back to Gwen and she dived out of the way before it went back and struck Four Arms right in the chest before it bounced back before XLR8 gripped the ball in her claws and ran backwards in an attempt to stop it in its path as she shouted out in effort before she was struck back into the World's Largest House of Cards, causing it to topple before the ball rolled on top of her before stopping.

Four Arms then walked up to his sister as she lifted her face visor as she struggled under the ball. "Hey, bro. I could use some help under here."

Gwen then walked up to Four Arms before she glanced at all of the damage that was done by the ball and slapped Four Arms no the shoulder.

"Ow! What was that for!?"

"For turning me into a criminal! Do you have any idea how much money this is going to cost to repair?" asked Gwen.

"Certainly more than either of our families have in our accounts!" XLR8 shouted as Four Arms slightly rolled the ball off of her.

"Don't get your panties in a twist," Four Arms said. "I'll just put everything back to where it was. No problem."

That was when the Omnitrixes started beeping and the twins transformed back into their human forms as they looked at each other and Jen glared.

"Okay, maybe a little problem," Ben said, resting his arm on the rubber band ball, unaware that the Omnitrix on his arm and caused some red sparks to shoot off inside of the ball.

* * *

Back at the Motel Sideways, the twins conversed over what happened.

"What are we going to tell Grandpa?" Jen asked, worried and pulling her hair out.

"Nothing. We just play dumb," Ben said.

"Easy for you. You're a lot better at it than we are," Gwen said.

The three of them then pushed open the door to the hotel room, which, true to the name, was entirely on it's side to see their grandfather waiting for them inside.

"Hey, there you are," Max said. "Isn't this place a riot?"

"Why? What'd you see?" Gwen asked, worried.

"We don't know anything about it!" Jen said, also worried before her brother laid a hand on her shoulder.

"They mean, 'It's great, Grandpa. Can't wait to check out the bathroom," Ben said with a nervous twitch.

* * *

Back at the rubber band ball, a ball of yellow lightning shot out of it and into a nearby power line before it flew all around the square and crashed through the "Welcome to Sparksville" sign and settled to reveal it's true form: a small yellow and black battery-like creature with a wicked cackle before vanishing.

* * *

That night in the hotel room, the kids were sleeping soundly in the sideways beds (the twins decided to sleep in the same bed since the hotel room only had two beds) before they heard their grandfather.

"What the heck happened here?"

The kids then gasped and fell out of their beds and onto the wall below (just go with it).

"He knows everything! We are so busted!" Gwen exclaimed.

"We have to come clean and tell Grandpa everything!" Jen said.

"Sometimes it's hard to believe we're the same age. Never admit anything until you absolutely have to, got it?" Ben said.

"Benjamin, Jennifer, Gwendolyn, get out here," Max called.

The girls then grew shocked.

"Jennifer?" Jen asked.

"Gwendolyn?" Gwen asked as they looked at each other.

"He full-named us," Jen said as she pulled her fingers nervously.

"We're doomed!" Gwen exclaimed.

They exited the hotel to see absolute carnage in the streets. The buildings were smoking everywhere around them, the cars were all wrecked and overturned and the power lines were in black smoldering curled sticks out of the ground and the lines were sparking everywhere.

"Whoa? What happened?" Ben asked.

"I don't know," Max said. "Looks like a tornado flew in overnight."

"Good," Ben said before Max looked to him and raised his eyebrow, prompting Ben to change his words. "I mean, yeah. It was just one of those freaky nature things. Right, girls?"

Gwen nodded as Jen shrugged her elbows.

"Sure, let's go with that."

Then, the mayor came walking over to them and cleared his throat.

"I think I know who's responsible for these juvenile acts."

"Juvenile acts?" Max said as the kids grew nervous. "If I didn't know better, I'd say that sounds like-"

"Oh, I'm not talking about these youngsters," the mayor said.

"You're not?" the Tennysons all asked before Max looked to his grandchildren and they all smiled innocently.

"Yeah, well if they didn't do it, who did?" Max asked.

As soon as he asked, the lightning creature from before appeared and swarmed all over the kids annoyingly before it went to Gwen and stuck it's black tongue out at her before fling over to Jen and pulling her shirt over her head and she glared before he went over to Ben and tapped his shoulder and stuck it's tongue at him as well before flying away from the group.

"What was that?" Ben asked.

"Megawatt," the mayor explained.

"Megawhat?" Jen asked.

"Exactly. Normally, wrapped up tight inside of "it." that is, until last night."

The kids looked at each other nervously, knowing they were responsible for Megawatt's escape.

"Some say, it might be a ball of lightning come alive, others think it's static cling run amuck. Tough to say."

"Maybe it's an alien," Gwen suggested.

"Alien? Now that's plain kooky talk."

Megawatt then showed up in front of a vending machine and cackled to itself before flying inside of it, causing it to violently shake and rumble.

"What's it doing?" Jen asked.

"It eats electricity. The more it gobbles, the more powerful it gets," the mayor explained.

The vending machine started throwing out cans of soda at them as they gasped and ducked for cover.

"It's also got a dangerous sense of humor."

They then ducked behind a ruin car to shield themselves from the bullet-like soda cans.

"You had that thing wrapped up in a giant rubber band ball this entire time?" Max asked. "Isn't that kind of dangerous?"

"Not so long as people minded the signs," he then turned to the kids as they looked nervous.

"Alright, we did it! We're guilty!" Ben exclaimed.

"So much for admit nothing, bro!" Jen said with a raised eye.

"We're going to talk about this later, you three," Max said. "But now, how do we stop this thing, Mr. Mayor?"

"What do you mean 'we?'" the mayor asked, putting a toothpick in his mouth. "You let it out, you catch it."

A piece of flaming debris crashed by them as they sighed.

"Easier said than done," Ben said.

* * *

"Well this is just perfect," Jen said, crossing her arms as they walked through the city, trying to catch Megawatt. "And of course, neither of us have any electrical aliens."

"Should we lure it out with some batteries or something?" Gwen asked.

Little did they know that Megawatt was following them with a mischievous chuckle as it traveled across the power lines in a ball of yellow lightning before travelling through a street light and finally up Max's pant leg before giving him the worst wedgie you've ever seen.

"That's not funny!" Max exclaimed. "Just painful."

Megawatt was struggling to hold the old man up due to his weight.

"Don't worry Grandpa. I know just the hero to deal with a trouble maker like this."

He readied his Omnitrix before slamming it down and transforming in a flash of green light. The Omnitrix sunk into his arm and his skin turned black and green lines of energy scrawled their way across his body as his clothes and hair vanished into his body and his eyes merged into one and merged into a circle before he struck a pose as he finished.

"Why go Upgrade?" Gwen asked as Ben smirked.

 _"It's complicated. You wouldn't understand,"_ Upgrade said.

"The watch didn't turn you into what you wanted it to, didn't you?" Jen asked as she raised her eyebrow.

 _"Shut up."_

Megawatt cackled before he shot into the World's Largest Ketchup Bottle, the electricity causing the ketchup to boil to the top, causing it to explode and the cap to go flying, slicing off the head of a giant chicken, which crashed into the street, causing people to run away screaming. Megawatt cackled at its mischief before he looked to see Upgrade rolling the giant rubber band ball towards him.

 _"Alright, twinkle toes. Time to go home!"_

Unfortunately, the bands started to give way and snap off, sending them flying in several directions as the ball rolled to its point, causing Gwen to duck for cover.

"Hey, doofus! Whose side are you on?!"

"Is it just me, or is there a lot of excitement today?" the mayor asked as he sat on the bench, munching on some popcorn.

Megawatt then appeared behind Upgrade as he glared and started making fun of him and laughing in midair as Upgrade glared in anger at him before his eye started to glow and before he knew it, he fired a beam of green energy from his eye, which Megawatt dodged in confusion.

 _"Whoa! That's new!"_ Upgrade said as Jen glared and noticed one of the discarded cans of soda, which she then opened and guzzled down before she ducked and dialed her Omnitrix as she tried to pic an alien. _"Not so funny now, is it?!"_

Megawatt then just laughed at him again before flying away and Upgrade tried chasing after him, to no avail as he was just too fast.

Meanwhile, Jen ducked behind a destroyed mailbox to transform.

"Eenie, meenie, miney, mo," she said as she stopped on several different aliens and finally stopped on one. "Here goes."

Jen's watch sank into her wrist before brown fur spread up her hands and then spread all over her body. Her clothes turned into a pink one-piece bodysuit and the Omnitrix symbol was below her chest area. Her eyes turned yellow with green sclera and her hair hardened itself into quills before it grew out into several spikes and grew down her back. Her front teeth grew larger before she spun around like a ball before the transformation ended.

Needle Mouse then got into her spin ball formation and spun rapidly before dashing towards Megawatt with a glare, but even at her speed, she couldn't catch up to the fast-as-light alien and she then glared as she briefly got out of her dash up in the air.

"Hold still, you little booger!" she shouted before dashing again and tossing some of her quills at it, which just embedded themselves in the wall behind her as she glared at him before Megawatt then got a smile on his face and giggled before firing his lightning at a power line, which destroyed it and sent it crashing right into the street and she crashed into it, coming out of her dash as she screamed.

"Oh man!"

Needle Mouse was sent flying into a local restaurant where a certain figure was seen sitting at alone at the bar in the otherwise abandoned restaurant that was evacuated thanks to Megawatt's mischief with long golden blonde hair and serene blue eyes hidden under black sunglasses. She was wearing a red shirt and golden colored shorts as she sipped her tequila with a sigh.

Needle Mouse struggled to get up as she was sprawled in front of the tables as the woman glanced over to her with a smirk before she snuck a hand into her pocket and released a blue heptagonal rune and released it into the air, knowing no one was watching her since they all left the restaurant.

"Song of Resurgence," she whispered as she released a blue ghost-like creature from her body that she sent flying up to the rune and it entered it before she snuck out of the back of the building.

Suddenly, Upgrade and Megawatt both heard 7 loud notes ring throughout the area as a purple light suddenly shone on top of the restaurant as Needle Mouse's eyes shot open as she was suddenly re-energized and somehow stronger than before as she shot out of the restaurant with her spin-dash and hit Megawatt dead center before they collided into a wall as she backflipped over and landed next to her brother.

"What the heck was that?" Upgrade asked.

"Your guess is as good as mine, bro," Needle Mouse said. "One minute I'm struggling to get up and the next thing I knew, I was recharged in two seconds."

The twins then heard the alien cackling towards them as they again tried capturing Megawatt, but still without much luck as it was just too fast. Finally, at one point, Upgrade caught him, but was then shocked severely, much to his sister's horror, as he was sent sprawling back before rubbing his head with a groan.

"Note to self, never touch electrical enemies when you're made of living metal."

"How are we going to ground that electric devil?" Max asked as Gwen suddenly got a shocked look on her face.

"Grandpa, you're a genius!" she said as she ran off.

"Why thank you, Gwen. But why?"

Back with the twins, Needle Mouse shot as many quills as she could at them and all of them missed as he doged her and smirked before sticking his tongue out at her and she grit her teeth in anger.

"That's it! I'm pulling the plug on this freak's pranks!" she shouted as she grabbed a manhole cover she was next to and tossed it up into the air at him and Megawatt dodged it, but while he was distracted, she tossed a quill at him like a javelin and it sliced the electric alien right in two.

But, much to the twins' shock, Megawatt's halves suddenly regenerated into two Megawatts at the same time as Needle Mouse looked absolutely dumbfounded as she sighed as her brother walked up to her.

"Okay, not one of my best ideas," she said as the Omnitrixes timed out and the twins returned to normal and Ben sighed.

"Great. Now we're powerless and we're about to be turned into KFT," Ben said.

"KFT?" Jen asked.

"Kentucky-Fried Twins."

Speaking of twins, the Megawatts fired twin bolts of lightning at them as they ran away from the scene sa they gasped.B

But then a truck that was carrying the World's Largest Thermometer came running up to them and they gasped before Gwen opened the door as Max was driving the truck.

"Get in, quick!"

The twins then hopped into the truck with the Megawatts close behind them as Jen gasped for breath after running so hard.

"Grandpa, what are you doing?" Ben asked as Max smirked.

"Giving these sparklers a science lesson they won't forget," Max said as he floored it and the truck sped away from the scene with a glare as the Megawatts followed it, cackling all the while.

"Hey, Mega-Weirds, Come and get us!" Gwen shouted as she raised the flatbed of the truck upwards and it released the thermometer, sending the Megawatts crashing into it, trapping them inside of it.

"What happened?" Jen asked as they stepped out of the truck after Max hit the breaks.

"We just used the World's Largest Thermometer as a lightning rod," Gwen said. "Who needs superheroes when you have good old-fashioned brain power?"

"Of course, the ground is basically just one big conductor," the mayor said as he walked over to them.

"What does that mean?" Ben asked.

"Oh no," Gwen said, realizing what he meant. "It means that the Megawatts are just zipping around underground until they find some way to get back up to the surface."

Suddenly, the landline telephone that lined the streets started ringing and sparking wildly and out of control.

"They're in the underground phone lines," Max realized.

Then, tons and tons of Megawatts started coming out of the phones and cackling wildly and mischievously as they flew threw the air as Jen shook her head sadly at that.

The Megawatts flew through the air and the power lines, blowing up the generators causing tons of buildings to black out as well as slashing all the tires of the cars lining the streets. One even caused a fire hydrant to blow up and spray its water into the air as it started raining briefly to them as the gathering crowd watched on.

"Uh-oh, now they really did it," a waitress from the hot dog restaurant said as the twins turned to their cousin.

"Ben Tennyson, don't you dare say a word," Gwen said.

"So, Gwen, how does it feel to be the one who screws everything up for once?" Jen said as Gwen groaned.

There was an explosion nearby and they all ducked for cover as the Megawatts stood on top of the giant hot dog at the top of the restaurant, looking absolutely stuff before letting out a hypersonic screech that echoed throughout the area, causing everyone to cover their ears in pain (with the exception of the mayor, still looking bored as hell.)

The screeching caused the glass container holding a bunch of giant toothpicks shattered into pieces as Max looked on in fear before Jen shouted out.

"Get down!"

The toothpicks all then stabbed into the ground around them before the woman from before was leaning against a building as she suddenly gasped at the sight and snapped her fingers as a red forcefield suddenly appeared over the twins before they gasped in as the toothpicks bounced off of the forcefield and clattered to the ground all around it before the shield faded and the woman stepped out of view from the camera as she sighed in relief before wiping her brow.

"What the heck is going on today?" Ben said as his sister shrugged. "First you're suddenly completely recharged and now this?"

"I swear, I'm not doing this, Ben," Jen said. "I think I may have a guardian angel or something."

 _"How right you are, Jen Tennyson,"_ the woman said as she ducked from behind a building.

The remaining toothpicks then stabbed into the ground all around the bench the mayor was sitting on as he still looked utterly indifferent to everything that was going on as he munched on his popcorn.

"There goes the World's Largest Toothpicks. Oh, the humanity."

The Megawatts cackled mischeivously and flew away with a flash of lightning.

"Those creeps' idea of good clean fun is going to have us all pushing up daisies," Max remarked as Gwen turned to the twins.

"Don't just stand there, you two. Dial up some help."

"Like we're not trying!" Ben said.

"These things take time to recharge," Jen stated as they suddenly heard some gibberish as they looked to see the Megawatts communicating with each other in language they couldn't understand, while also using their lightning as some sort of sign language. They then zipped away from the scene as the Tennysons looked on, confused.

"Uh, where'd they go?" Ben asked as Max walked over.

"I don't know. But I don't think it's good."

They then heard a massive explosion as the twins stepped back.

"Definitely not good!" Jen shouted.

They then looked to see a giant planetarium that the Megawatts were using as a robot walking towards them, using the planets as hands and feet and the poles attaching them as limbs. It then turned around and walked away from the crowd.

"Well, there's something you don't see every day," said the waitress from before as she walked over. "They brought that planetarium exhibit to life."

"Come on, we'll head off in the-" Max began as he looked to see that his precious RV had been vandalized. The Rust Bucket had been spray-painted with green paint that had mocking emoji-like faces and writing that said 'U am lame.' "Oh my."

"'U am lame?" Ben asked as he chuckled. "That's weak."

"And don't even get me started on the grammar and the spelling," Gwen remarked as Jen could only chuckled.

"Okay, even I'll admit that that's kind of funny," she said. The mayor then walked over.

"I reckon they'll head for the big hydroelectric dam to power up," he suggested. "After that, they'll wipe out the next town over and so on and so on-"

"Until they blow the power in every single city in the country. Possibly the world," Jen realized.

"They think it's funny. Yep, Megawatt's got a real twisted sense of humor."

Gwen looked down in shame as she realized her cousins were right. This was all her fault. But then, she glanced over and saw the world's biggest fish bowl next to the giant ketchup bottle.

"You thinking what I'm thinking?" Gwen asked as the twins nodded.

"Oh yeah," Ben said.

"It's time to beat those pranksters at their own game," Jen said as they activated their Omntrixes.

* * *

At the dam, the planetarium robot was punching holes in it. It was about to strike the final blow until it was suddenly wrapped up in massive thorned vines that restrained it and then it was struck by a massive wave of flame that caused it to stumble back as it looked to see Heatblast and Blossom Rose on two sides of the dam with their arms crossed.

"This is your first and only warning," Blossom Rose glared.

"Knock off the funny business or we'll kick your twinkling butts."

The planetarium robot then punched a final blow into the dam, which caused it to burst open water going everywhere.

They then stumbled down from the force of the water as Blossom Rose then nodded before jumping down and thrust her hand forward as vines extended from her fingers and wrapped themselves around the giant planetarium and swung on it like Spider-Man before she glared as she thrust her other hand and caused a flurry of thorns to shoot out and embed themselves in its frame.

"Now, Ben!" Blossom Rose shouted as Heatblast then glared and ran down the perimeter of the dam before he shot out some fire from his hands and braced himself for impact... only to find that he was flying on a flaming chunk of concrete that he was controlling with his flames, a la jet propulsion. He then jumped down to the floor and then chuckled to himself as Blossom Rose continued swinging from the vines that she conjured before she was finally smacked away by the plantarium and hit her head on the dam and sunk to the ground, unconscious as he looked to the dam and glared at the plantarium, but then noticed the still flooding dam.

"I'd better seal that up fast."

As he ran to the dam, the planetarium noticed the power lines that were being led to the cylindrical generators that were powering the dam. The Megawatts had found what they came for.

Heatblast then zoomed by with a jet of flame trying to go past the planetarium, but he suddenly lost control and crashed head-first into the dam as he then got to his knees in a daze.

The plantarium then took it's opportunity and punched Heatblast unconscious. The twins had been defeated. They were victorious. They then walked over to the generators again.

Little did they know that back with Blossom Rose, she had landed in a puddle of water that had resulted from the flooding dam. Her body then suddenly shot out small roots that absorbed nutrients from the water. She suddenly shot open her bright pink eyes as she started to grow from the water as she then smirked as she now matched the size of the planetarium as she cracked her knuckles.

"I guess water does do a flower good," she said as she formed a shield from her thorned vines as she then ran up to it and started brawling with it as she grew her chlorophyl-filled fists and smiled at him with a glare as she dodged it's punches and then she caught the giant planets with a glare as they suddenly heard a voice.

Hey, Mega-Whimps!" Gwen shouted as she ran over with a fire hose. "You know what's really funny? You're all wet." She then fired the hose at the planetarium, which briefly shorted it out before it tried to step on her with its planet foot, distracting them enough to see Heatblast back with a massive fireball in his hands.

"What's the matter?" Heatblast asked. "Can't take a joke?" He then tossed the fireball at the planetarium, causing it to stumble back as Blossom Rose closed her eyes and charged up her solar beam as the bud on her head bloomed open and she pointed her head at them and fired the yellow-orange beam at them, destroying the planetarium body as she smiled.

"You guys need to lighten up," she mocked as the Megawatts glared and charged at her, only for her to vanish in a puff of smoke.

"Na-na-na-na-na!" she mocked as she stuck her tongue out at them as she and Heatblast were standing by something covered by a cloth as the Megawatts grew angry at them and charged at them as they ducked under the cloth as the Megawatts followed them.

Max and Gwen stepped from behind and removed the glass, revealing the fish bowl that now had the Megawatts stuck inside of them as the twins smiled.

Heatblast then breathed a massive plume of fire that then sealed up the glass with a smile as the two mocked the Megawatts inside, showing them that it's not so fun being on the other side of the spectrum.

"Great idea using the fish bowl, guys. With non-conductive glass sealed up tight, Sparky and his pals won't be going anywhere."

"Once again, science saves the day," Gwen said as the Omnitrixes timed out and the twins leaned against the glass.

"With a little help from science fiction," Ben remarked as Jen smiled.

"Featuring fantasy," she said as they all laughed.

* * *

Back in Sparksville, the construction crew was fixing up the damage that Megawatt had left behind as the Tennysons met with the mayor, who was standing by a giant cloth-covered figure.

"You folks done right by us," said the mayor.

"I hope our little adventure wasn't a setback for Sparksville," Max said as the mayor smiled (for the first time.)

"More like a giant step forward," the mayor said. "What with our new attraction, soon we'll be raking 'em in."

He removed the giant cloth to reveal a giant lightbulb that obviously held the Megawatts.

"Vegas lightbulb. It'll be a humdinger."

Inside the lightbulb, the Megawatts tried desperately hard to get free, to no avail.

"So long as folks mind the signs," he reminded Ben as he walked away and revealed a sign by the giant lightbulb.

"'In case of emergency, do not break glass,'" Ben read as he shrugged and headed to the now-cleaned up Rust Bucket as he sighed. "I'm all pranked out for awhile."

"There's a time and a place for a practical joke, bro," Jen said as Ben opened the door to the Rust Bucket door, only to have a bucket of water fall on him and Jen smiled as she chuckled. "But funny is funny. Especially when it's not on you."

The family then laughed (except for Ben) as they got into the Rust Bucket and left Sparksville.

On a cliff, the woman from the restaurant smiled as she looked down on the departing Rust Bucket as she crossed her arms as a cloud of mist suddenly formed around her feet and transformed her clothing, revealing her to be the figure from the desert dressed in the uniform from before.

"I won't let you down, Adaline," she said. "I swear on my father's grave that I will protect the Master Anodite or I'm not the Scarlet Warrior."

She then summoned her key again and opened a portal and glanced back.

"One day, we'll meet face-to-face, Tennysons. But that day is not today."

She then walked through the portal and headed back home.


	7. Kevin and Alison 11

**Alison Levin belongs to LordOozaru23.**

* * *

In New York City, the Tennysons were checking into a hotel as Gwen was looking over the brochure that detailed all of the attractions in the hotel.

"Wow, this hotel has everything! Indoor pool, full day spa."

"All-you-can-eat buffet," Jen added in as Ben looked bored.

"No don't get too excited, you two. It's only for one night," Max said before turning to the door.

Ben then glanced over and gasped as he saw what was in front of him: a sneak preview of the newest Sumo Slammers game which was being guarded by a bouncer.

"No way! A new Sumo Slammer video game is in there!" he shouted as he ran over, only to have his path blocked by the bouncer.

"Pass?" he asked.

Ben felt at his pockets only to find nothing. "I must have left it inside," he lied. "I'm one of the game pros testing out the new system."

"VIPs only."

Ben glanced disappointedly as he walked over to his family as Jen sighed.

"I know what you're thinking, bro. No sneaking back in there. I am not missing out on that buffet because you got us kicked out."

"I won't," Ben said as his family walked to their room while hauling their luggage.

Ben then got a sly look and activated his Omnitrix, ducked into a corner and transformed into Ghostfreak before floating to the bouncer.

"But he will," he said as he floated into the room and glanced at the video game with a sly smile (if he had a mouth.) "The ultimate sneak peek for the ghost with the most freak." He turned on the game and started playing it.

* * *

Jen, Gwen and Max were at the elevator about to head up to their room as they noticed someone missing.

"Ben?" Max said as Jen sighed.

"Oh no," Jen sighed as she shook her head. "I think I have a good idea where he is."

* * *

"Yes! New high score!" Ben cheered after he transformed back and scored 500,000 points before he felt something on his shoulder and turned around to see the bouncer with an angry look on his face.

"What do you have to say for yourself, kid?" he asked.

"Uh, game over?" Ben said.

* * *

The bouncer angrily tossed the last of the Tennyson's luggage at their feet. "And never come back!" he shouted as he went back inside.

Jen's eye twitched angrily as she went to her brother. "I told you specifically not to go in there, bro."

"Well, if you want to get technical about it," Ben said as Gwen agreed with her cousin.

"I never even got the chance to take a shower! A real shower for the first time all summer!" she shouted. "Plus, they had a spa. A spa! Nice going, doofus!"

Ben then sighed and walked away towards the Rust Bucket as they all entered and had a very stern talking to him.

"How am I supposed to trust you if you keep misusing the Omnitrix?" Max asked.

"Excuse me, Jen and I have used them 100 times for good at this point. Why can't we use it just once for us?" Ben asked.

"It's not how many times we use them, bro. It's how we use them," Jen said. "We're superheroes. We're not supposed to use our powers for personal gain."

"It was no big deal," Ben sighed.

"To you," Max stated. "And that's all you care about. Now what you have done cannot and will not go unpunished. From now on, no Sumo Slammer's stuff for two weeks. No comics, no trading cards, no-"

"Fair!" Ben interrupted.

"Neither is getting us kicked out of a four-star hotel I already paid for!" Max said.

"Fine! Take it out of my allowance!" Ben said.

"You don't get an allowance," Gwen said.

"Stay out of this!" Ben, Jen and Max shouted.

Gwen then slumped down in her seat, sorry for butting in.

"This is my vacation too. You can't always tell me what to do," Ben said as he narrowed his eyes at his grandfather. "You're not my dad."

Jen then gasped and put a hand to her mouth before looking up at his grandfather.

Max then stumbled back as he witnessed his grandson compare him to his own son. "Well if I was I..." he stopped short, unable to think up a comeback. "I'm going to go back to the hotel to see if I can get at least some of my money back. I'll be back in a few minutes."

Ben then angrily walked to his room as he glared at his family. "Don't hurry!" he then slammed the door with an angry glance.

The girls looked to their grandfather as Gwen sighed. "He'll be fine."

Max then headed back to the hotel as Jen sighed before counting down.

"3, 2, 1," she then gestured with her fingers as Ben started shouting and throwing things from behind the door.

"Not fair! Not fair! Totally unfair," Ben shouted.

"Glad to see your handling things so well," Gwen said as Ben opened his door and walked over to his sister and cousin before scoffing and walking out of the door.

"Ben, where are you going!?" Jen shouted as Ben glanced back to her.

"Where does it look like? Out," Ben said to her as he continued walking away.

"Get back here!" Gwen shouted.

"Sorry, I don't speak dweeb," Ben said as he walked away with the girls following him.

"Grandpa's going to kill you! And then us!" Jen realized as she and Gwen ran towards him.

* * *

Ben then walked into the Total Zone Arcade as the girls stopped in front of the door.

"Next summer, I'm going to sleepaway camp," Gwen said.

"Good luck. I hear they're notorious for having serial killers," Jen said as they walked inside.

Ben then glanced at the games and glanced around in wonder before stopping at a baseball game and set up to play, only to get a Game Over almost as soon as he started.

"Game over!? But I just started!" he then turned to a passing teenager. "This thing ate my tokens!'

"Read the sign, kid. It says 'Play at your own risk,'" he said before walking away.

"This place is a ripoff, you know that?" Ben shouted as a kid behind him smiled.

"You're right. The games here stink," he said as Ben looked at him.

He was a thin and scrawny boy with shoulder-length black hair, pale skin and dark brown eyes with black-discolored marks around them and wore a torn black T-shirt, black studded arm bands, brown cargo pants, black knee-length shoes, and a padlock necklace.

"Yeah, but not as bad as his breath," Ben joked. "Major case of sewer mouth."

The boy then laughed at that as he looked to Ben. "You're funny. You owe me one."

He then placed his hand against one of the games. Then, much to Ben's shock, it sparked as soon as his hand made contact and all of the tokens the machine gathered came spitting out of it as Ben looked in wonder at his trick (little did he know his sister and cousin walked over.)

"We can't take those!" Jen shouted.

"They're not ours!" Gwen agreed.

"They are now," Ben said before looking to the kid. "I'm Ben."

"Kevin," he said.

"Wanna play some air hockey?" Ben asked as Kevin looked over and spotted two older kids look to him and he got a nervous look on his face.

"Naw. Gotta bail," he said before walking away.

"He's total trouble, bro," Jen said.

"He seemed okay to me," Ben said as the two older kids shoved past them and walked towards Kevin.

A third kid blocked Kevin's path as the other two kids surrounded him.

"Long time no see, Levin," the leader said. "Where you going, freak. Home to recharge your batteries? Or to go crying to your big sister?"

The two lackeys then grabbed Kevin's arms as Ben stepped behind them with a glare at the bullies.

"Need some help?" Ben asked.

"He's going to need a lot more than you, kid," the bald kid said before pushing him back towards his sister and cousin. "Now beat it!"

"I've got skills too," Ben said before running for cover and activating the Omnitrix.

"Ben, don't!" Jen shouted, but it was too late. Ben slammed down the core in a flash of green light.

His hands then lost two fingers and morphed into black scissor-like claws before his entire structure started to take on a more velociraptor-like state and his skin grew blue with black-armor like plating with pink on the center as well as her feet morphing into a ball-like structure and his eyes turned fully green and he grew a long blue and black striped tail and his head into a more triangular shape before his face was covered with a black visor with green lighting as he struck a pose, finishing his transformation into XLR8.

"So, how's the hangout?" Kevin asked. "Still trashed like I left it for you?"

"Yeah and you're gonna pay," the leader of the bullies said. "You can't take us all alone, freak."

"But I can!" XLR8 shouted as the bullies looked to him and laughed.

"Little early for Halloween, dude, isn't it?" the bully with the blue mohawk asked. That was a big mistake.

XLR8 zipped off and ran around their leader at high speeds, creating a blue and black cyclone that lifted him off of his feet and sending him screaming in the air before stopping, causing him to fall. XLR8 then whacked him with his tail and sent him sprawling against the wall. He then ran off again.

"Where'd he go?" the bully with the blue mohawk asked as he suddenly disappeared followed by the African American bully. They reappeared sprawled against their leader on the wall.

The remaining bully with the green hair tried to run away in fear, but was stopped by XLR8, who stopped by him and lifted up his visor, revealing his face.

"Trick or treat."

The bully then ran off screaming as XLR8 waved to Kevin before running off as well, leaving behind a smiling Kevin and an unapproving Jen and Gwen.

"I so don't trust this kid," Gwen said.

"That makes two of us, cuz," Jen scoffed.

* * *

"I can't believe you went alien, bro," Jen said with her arms crossed as the Tennysons stood outside the arcade.

"He helped me, so I helped him," Ben said. "You wouldn't get it. And neither would Grandpa. That's the problem."

"Excuse me!?" Jen shouted. "I do know what it's like. I've helped you plenty of times after you helped me. I helped you with the chores after you took the blame when I lost Mom's wedding ring! I helped you with your homework after you helped me with getting over my stage fright in the fourth grade talent show! I snuck you that Gold Sumo Slammer's Card after you helped me defeat Animo! We're twins! That's what we do!"

"...You were the one who lost your mother's wedding ring?" Gwen asked in disbelief.

"Long story," Jen said, putting a hand on her cousin's shoulder.

"Did you see what that speed guy did to those losers?" Kevin asked as he walked over to them.

"Yeah," Ben said. "Dude's name is XLR8. In fact, we're pretty tight."

"Cool. Hey, want a tour of New York?"

"You keep Grandpa wait any longer, he's going to pop another gasket!" Gwen said. "We gotta go."

"As in now, Ben." Jen said.

"Don't you two mean _you_ have to go?" Ben asked as Kevin smirked.

Gwen gave up and turned away from him. "You're on your own."

"Good, that's the way I want it!"

She walked away as Jen stayed behind confronting her younger twin brother. "I can't let you do this, bro."

"You mean you can't stop me from doing this," Ben said as he and Kevin walked away as Jen was left shouting to him.

"Get back here, Ben! If you don't come back here, Grandpa's going to kill you! ...and then me!" she then got a worried look on her face as she gulped. "Oh man, I've got to stop him or I'm going to be an only child!"

She then worriedly ran off before she took out her phone and dialed her grandfather's number as she worriedly called him.

 _"Hi, this is Maxwell Tennyson,"_ the answering machine said as Jen groaned. _"I'm sorry to say I'm not available at the moment. Please leave a message after the beep and I'll be sure to call you back as soon as possible. *beep*"_

"Grandpa Max, this is Jen!" Jen shouted. "Ben ran off! Call me!"

* * *

"So how'd you get your power?" Ben asked Kevin as they walked down the street.

"I was born with it," Kevin said. "I'm like an energy spire. Motors, air conditioners, lights, batteries, whatever. Soak it up and dish it out when I have to... or want to."

"Cool."

"Come on. I'll show you I live."

* * *

Back at the Rust Bucket, Gwen walked in only to see her grandfather waiting for her with a stern look on her face.

"Where's Ben?" Max asked.

"Yeah, it's kind of a funny story," Gwen stated as Max held up his phone and played Jen's voicemail for her.

 _"Grandpa Max, this is Jen! Ben ran off! Call me!"_

* * *

Underground in an abandoned subway station, Ben and Kevin walked into a room. There were a few TV's, a vending machine, a Sumo Slammer's poster, a fridge, two beds, a kitchen area, and a few mirrors. There were some areas and stuff that looked like they belonged to a girl as Ben smiled and looked confused at the girl's stuff.

"You live here?" Ben asked.

"Yep. Just me and my sister," Kevin said.

"You have a sister?" Ben asked as Kevin nodded.

"She's 2 years older than me. She's basically been like my mother and my sister at the same time since we moved in here."

"What about your parents?"

"Long gone," Kevin said. "They weren't too thrilled having two freaks for kids."

"Your sister has powers too?" Ben asked as Kevin nodded.

"The same as mine. Only she has more control over her powers than I do and only uses them when she feels that it's absolutely necessary."

"Same with me," Ben said. "Only we're twins and she has to be the little goody two-shoes of the family."

"I feel you. She's not old enough to be my legal guardian, so I don't answer to anybody."

"Sounds good to me," Ben said. "So why was that gang after you?"

"I kind of maybe trashed their hangout under the 39th Street Bridge," Kevin said. "What about you? It seems like your family's pretty steamed at you at the moment."

"Like usual. And all I did was sneak in and played the new Sumo Slammer video game."

"The one that doesn't come out until Christmas?"

"Yeah." Kevin smiled.

* * *

Jen sighed as she put a hand to her head as she sat down against a wall and started crying to herself as she continually tried her brother's number before she leaned against the wall of the building she was leaning against before sighing.

"What am I going to do? How am I going to tell Mom and Dad that I lost my only brother in New York and that he left with some vigilante!" she shouted as she sat down, leaning her head against her knees as she started crying.

"Looking for someone?" said a voice as a figure walked out of the shadows of the alley with a smile as Jen looked to her.

She was a 13-year old girl who had long, raven hair tied in a ponytail and blue eyes. She wears a black tank top with a gray hoodie tied around her waist, soldier camo pants and black boots. She also wore a key necklace around her neck as she sat down beside Jen.

"Yes," Jen said. "Can I help you?"

"I think we can help each other. You're looking for your brother," she said with a smile at her as she smiled.

"How'd you know?" Jen asked as the girl sighed.

"Because I know what it's like. I'm looking for my little brother too," she said as Jen gasped.""Does your brother have black hair and a padlock necklace?" Jen asked.

"You've seen Kevin?" Alison asked as Jen nodded.

"He's with my brother Ben last I saw him," Jen said.

"Our brothers are together? I say we help each other look for them. If we find your brother we find mine."

"Sounds like a plan," Jen said with a smile as she wiped her eyes and got up before shaking hands with the girl.

"I'm Alison by the way. Alison Levin," she said with a smile.

"Jen. Jen Tennyson," Jen said as the two then started running down the alleyways looking for their brothers.

"If I know Kevin, he's probably going to show your brother our place. Come on!"

* * *

Ben and Kevin ran to the storage area at the shipyard as Kevin smirked.

"A little bird told me that a new shipment just came in," he said as he ran to the security console and absorbed it's energy causing it to short out. "Help me kick in the door."

The two kicked the door in and Kevin smiled.

The sensor started beeping and the lights came on, revealing several crates that presumably held the new Sumo Slammer's game.

"Check it out," Kevin said as he tossed Ben the game. "Wait's over, dude."

"Yeah!" Ben said.

Suddenly, some smoke grenades burst through the windows and started smoking up the joint as the two stood there shocked as the spotlights from helicopters shone through the windows as they realized that the cops surrounded the building.

The two started coughing as the smoke filled the building.

"What do we do?" Ben asked.

"Get out of here!" Kevin shouted as the two dropped the games and ran to try to find an exit as Kevin spotted an electrical outlet before he grabbed it and absorbed it's energy and smiled at his smoking hand.

Then, two S.W.A.T. soldiers burst through the door as Ben spotted him. "Freeze, punks."

Kevin ran to a forklift and smiled before he used his energy on it. "Time to rev things up." He then pressed his hand to the engine, activating it and sending it on it's way to one of the soldiers. He jumped out of it just before it struck its target and sent him sprawling into a crate, breaking it and knocking him unconscious.

"Let's go!" Kevin shouted as they ran out the door, only to be met by a cop car that was blaring its siren and they ran off to be found by a helicopter's spotlight.

"Great, no way out," Ben said as he looked to his Omnitrix.

"Any ideas?" Kevin asked.

"Only one, but can you keep a secret?"

"Sure," Kevin said as Ben activated the Omnitrix as the S.W.A.T. team ran into the storage area. He then dialed it past Grey Matter and Heatblast before finally stopping on Stinkfly. "What are you doing with your watch?"

Ben then slammed the core, activating the watch. The Omnitrix sank into his arm as the skin hardened and turned into a green exoskeleton with the hand becoming black with three clawed fingers. His head morphed, growing four golden insectoid eyes that blinked vertically and his face turned black. His body reshaped, becoming insectoid, as six green insect legs grew out of his sides, two green silk wings grew from his back, and his abdomen grew a large black stinger. The watch symbol appeared on his forehead as he flapped his wings in a pose.

* * *

In Kevin and Alison's secret home, Jen's Omnitrix started beeping as it sensed it's partner's activation. She then smiled.

"Interesting. The Omnitrixes seem to be linked to each other. When one is activated and the two are apart, it sends out a signal to the other showing us it's location."

"What's up with your watch?" Alison asked as Jen got up.

"I know where our brothers are. Let's go!" Jen shouted as Alison smiled to her.

"Wait up," Alison said as she opened one of the desks of her drawer and took out a stone, a sliver of metal, an emerald, a sliver of wood, a rubber ball, a carbon, and a sample of oil, a sample of liquid nitrogen, a copper penny, and a discarded bullet and put them into her pockets as she smiled. "Okay, I'm ready."

"What are you going to do with those?"

"You'll see. Come on," they then ran out, following the signal on Jen's Omnitrix.

* * *

Back at the warehouse, Kevin noticed Stinkfly and smiled before grimacing at his smell.

"Ugh, you reek!"

"I know," Stinkfly said before he grabbed Kevin and flew out of the door only to be followed by the helicopters.

"Oh yeah!" Kevin said, kicking his feet against the waters of Lake Placid as he smiled to Stinkfly. "And people all _me_ the freak. How'd you do that?"

"Talk later," Stinkfly said as he noticed the helicopters flying after them and the S.W.A.T. team started firing their guns at the pair of them. Stinkfly dodged them before flying off to Liberty Island and Kevin kicked his feet against the Statue of Liberty before they ducked under the spikes of its crown as he smiled.

The helicopter pilots lost sight of the two of them as they circled the statue.

"Where'd they go?"

Little did he know they were hiding on the underside of the helicopter, out of their vision.

"We're running out of time," Stinkfly said. "I'll lose them in the city."

He then flew off of the helicopter as the soldiers fired their guns at them rapidly as he flew off to New York City again before flying down the streets, trying his hardest to shake the helicopters before they crashed on the windshield of a tour trolley that ran over a hot dog stand.

The chase had taken them in sight of the Rust Bucket and past Jen and Alison as they passed them and Jen smiled.

"Bingo," Jen said as they passed in front of a camera and Stinkfly was shown on the big screen in Time's Square just above the Coca-Cola sign as Jen smiled and Alison glared.

"That kid is dead meat," she said as Kevin showed a peace sign and the cops shot the TV screen as Jen glared before activating her Omnitrix.

"What are you doing?" Alison asked as she looked to Jen.

"Getting a lift," Jen said as she ducked behind an alleyway and slammed the core down in a flash of pink light.

The watch sank into her wrist as her skin spread a light pink color from the wrist up as she closed her eyes and two antenna grew out of her head. Her clothes morphed into a pink one-piece outfit with the Omnitrix symbol on her belt and two large deep pink butterfly wings with purple and red tones grew from her back and she flapped them rapidly as the transformation ended and she glared before she flew to Alison and gestured to her.

"Come on. I can keep up with them."

Battlefly then grabbed Alison as she flew after them as fast as her wings could carry her but being careful to be behind the helicopters to not catch as much attention.

* * *

"I can't shake them!" Stinkfly shouted as he continued to be chased by the helicopters and spotted a truck carrying cars on a flatbed as he smirked.

"I've got an idea," he said as he flew into the flatbed and hid in it as the helicopters flew after him and into a tunnel as she smiled.

"We'll get him on the other side," the helicopter pilot said as they flew to the other side of the tunnel. But to their shock when the flatbed came out, Stinkfly wasn't there anymore.

Ben and Kevin stuck their heads up from the car seats after the Omnitrix timed out while in the tunnel as they smiled.

"Yeah!"

Battlefly then flew overhead and glared at the flatbed as the helicopters left.

"I'm not as stupid as the cops are, Ben. Come on!" She then continued to follow the flatbed overhead before landing on it and she and Alison stopped in one of the cars on the lower level of the truck as they glared.

"Still trying to wrap my head around this," Alison said as they kept an eye on their brothers from down below.

* * *

After they escaped, Ben and Kevin ran into an alleyway as they stopped to catch their breath.

"So that watch lets you turn into that dragonfly thing whenever you want?" Kevin asked as Ben nodded.

"And not just that one. It sends out this special energy that lets me turn into 10 different aliens."

"10? So the speed guy at the arcade was you," Kevin asked as Ben nodded. "I spotted your sister had another watch like yours. So she can do the same thing?"

Ben nodded. "But some of her aliens are different than mine."

"You two are the bomb! Show me whatever aliens you can morph into."

"It's not that simple. It has a mind of its own."

"Give me it. Maybe I can make it work?" Kevin suggested as he reached for the Omnitrix as Ben held him off.

"I can't. It's stuck on my wrist," Ben said as Kevin got an idea as a mischievous look went to his face.

"We should be partners," Kevin said. "And between the two of us with our powers, we could do whatever we want whenever we want. We'd totally cash in. What do you say? Friends?"

He stuck his hand out to Ben and he hesitated.

"My sister, grandfather and cousin think I should only use my powers for good. Jen rarely ever uses her powers for her own personal gain," Ben said. "Maybe they're right."

"We are right, Ben," said Jen as she and Alison walked up with a glare at their brothers as Alison shook her head.

"Alison," Kevin said as his sister crossed her arms with a glare.

"Hello, little brother. I go out shopping with whatever money I can get at my two-bit job as a waitress and here I find you sneaking out and hobnobbing with some kid who you just met," Alison scolded.

"How did you find us anyway?" Ben asked as Jen showed her now purple Omnitrix up with a glare.

"You're not as smart as you think you are, Benjamin," Jen said. "When you morphed into Stinkfly, your Omnitrix sent out a signal to mine showing me where you were. Now we caught you red-handed."

"You have your way of getting what you want, sis. I have mine. I was doing just fine back there," Kevin said.

"Oh, and this qualifies as 'just fine?!' Almost getting yourself arrested?! Endangering the safety of our family?" Alison shouted as Kevin glared.

"Ben, please don't tell me that you're seriously thinking about teaming up with this twerp," Jen said as Kevin glared.

"Who are you calling twerp, Miss Rulebook?" Kevin asked as Jen rose her eyebrows in shock.

"Whoa, whoa, whoa, whoa, whoa! I follow the rules because not following them would cause me to end up like you," Jen glared as Ben stared.

"Come home with us," Alison said. "Our way is the right way and it keeps you out of trouble."

"But it's no fun," Kevin said to Ben as he hesitated before he shook his hand.

"Friends," Ben said as Jen and Alison looked like they were going to blow a fuse at that.

"I can't believe this! We only want what's best for you!" Jen said as Kevin glared.

"Sorry. Not sorry," Kevin said as he then grabbed a garbage can and threw it at them before Alison handled the emerald in her pocket in her hand and fingered it before closing her eyes and suddenly, the emerald material started taking over her hand as she glared and took her hand out of her pocket and punched the garbage can and it ripped right in two before her as Jen gasped as the two halves fell over and Alison's hand returned back to normal.

When Jen looked up, their brothers were gone.

"How did you do that?" Jen asked as Alison smiled to her.

"You know how Kevin can absorb energy? Well so can I, but I can also absorb any kind of material and use it as a kind of armor," Alison said as she smiled to her. "I think it has something to do with my age. I'm two years older than he is and thus I have better control over my powers than he does."

"Cool!" Jen said as Alison smiled.

"I told you that I needed that stuff from my desk," she said. "I can also morph my limbs into various forms when I absorb materials."

"So awesome!" Jen said admiringly as she got her game face back on. "Let's go get 'em. They couldn't have gotten far from us."

* * *

Back in the Rust Bucket, it was racing all across the streets of New York City as Max glared at the road as Gwen looked concerned.

"Of all the stunts Ben's pulled, this is the worst," Max stated angrily. "When I find him..."

"I should really be enjoying this. So why aren't I?" Gwen stated as her phone started ringing and she answered it. "Hello?"

 _"Gwen, it's Jen. We've got Ben and Kevin and we're hot on their tail. Meet us at the subway station near the intersection of Wall Street and Broadway,"_ Jen said over the phone as Gwen sighed.

"We're on it," Gwen said.

* * *

Meanwhile in the underground subway station, Ben and Kevin ran to the tracks as Kevin smiled.

"Check it out," Kevin said as he spotted a green light. "Give me a boost. I need to recharge."

Ben then cupped his hands and Kevin got on them as Ben lifted him up and Kevin absorbed the energy from the light as it went dark. Kevin then got onto the tracks and ran to the lever as he then used the energy he absorbed to switch the subway tracks.

"What are we doing?" Ben asked as Kevin turned to him.

"A money train loaded with cash comes running down these tracks," Kevin said. "So when it crashes into this oncoming passenger train, BOOM! Instant jackpot! You turn into that XLR8 guy and we're out of here."

Ben then looked horrified at that explanation. "But hundreds of innocent people will be killed!"

"Hey, no pain no gain."

"You can't do this!"

"Sure I can," Kevin said. "I just switched the tracks."

"No. I mean I'm not going to let you do this!"

"We shook. We're partners," Kevin said.

"Not anymore. This is going way too far!"

"Then try and stop me, Watch Boy!"

"'You don't care about anyone else but yourself,'" Ben realized, remembering what Jen and Gwen said and realizing they were right.

"You talking about me?!"

"No, I'm talking about me!" Ben shouted as he stomped towards Kevin, but his motives were futile as Kevin grabbed him and tossed him towards the barrier of the tracks as Ben groaned as Jen and Alison ran down the steps as Jen ran to her brother and Alison grabbed him.

"So not okay to do that, Kevin!" Jen shouted as Kevin glared.

Alison stared at the tracks and gasped at that.

"Innocent civilians?! Are you kidding me?" Alison shouted as the three of them glared at him.

"Oh come on, sis. You're not really thinking about fighting your own brother would you?" Kevin asked.

"If it's the right thing to do, yes," Alison said as Kevin's hand sparked with energy as he chuckled.

"Oh, you do not want to make me mad."

"You hurt my brother. You don't know the meaning of the word 'mad!'" Jen said as Ben glared.

"We're switching the tracks back!" Ben said as the Omnitrixes finally recharged. "Time to go Four Arms!" He dialed the Omnitrix to the strength alien and slammed the core.

The watch sunk down into his arm and from where it sinked, brown-orange rocks erupted from his skin and worked their way down his body until they reached his eye. Then, cracks appeared in the outline of his now rocky skin and the watch symbol appeared on his chest. His head erupted into flames with a face outline inside and he struck a pose, transforming into Heatblast.

Jen dialed her Omnitrix and slammed the core as the watch sank into her wrist and her hand was enveloped in green crystal, which then followed suit with her entire body before it closed in around her head and her eyes turned yellow. Four crystal spikes grew from her back and her outfit morphed into a pink jumpsuit with the watch symbol on her left breast area. She then struck a pose as she transformed into Diamondhead.

Kevin glared as the three got ready as Heatblast looked himself over, not happy.

"Stupid watch," Heatblast said as Kevin grinned.

"Don't do this, Kevin," Alison said one last time as Kevin glared at her.

"I'm done following your word," Kevin said as Diamondhead stuck her hands out and Heatblast set his hand on fire.

"Get back."

"Or what? You're gonna burn my dinner?"

"If you fight me, you're the one who's going to be burned."

Kevin then smirked and ran to the transformer by the lever and discharged his energy into it as they all looked around shocked as all the lights in the area of the station blew up from the overcharge and they could only see because of Heatblast's flames.

"Where'd he go?" Diamondhead asked as they all looked around.

Kevin then stepped out from the darkness and grabbed Heatblast from the back as he stumbled around and his hand wandered close to the Omnitrix symbol and he started absorbing energy and he flew back from an explosion as Diamondhead looked to Alison and the lever.

"Alison, switch the tracks back!"

Alison nodded and ran for the lever, only to be met with a blast of flame as she looked back at the burn on her arm as she looked and gasped when she saw her as he

His right arm and head had transformed into a near replica of Heatblast while the rest of his body was still human.

"Psych! I absorb energy, remember?"

"You don't have to do this," Heatblast said as he started to run towards him only for Kevin to dodge and he blasted him with a fire blast as he crouched on the ground.

"It's time I got what's coming to me," Kevin said. "Nobody's calling freak anymore!"

"You're only a freak if you believe you are, Kevin!" Alison shouted.

They then heard a train whistle blowing and they looked to see the headlights of the train coming and looked to the other side to see the other train as Kevin smirked.

"Pay day," Kevin said as the screen split into three as they got horrified looks on their faces.

"What do we do?" Diamondhead shouted as Heatblast fired a heat ray at the lever and melted it, switching the tracks back as one of the trains switched tracks and traveled on its way with no trouble as Alison sighed before she glanced at the train by her as she pocketed the bullet in her pocket and absorbed the lead as she saw the train approaching them as she braced herself and Heatblast grabbed both of them and went on top of the train in a flaming tornado as the driver shielded his eyes from the light as they vanished.

Kevin ran by them and glared. "Forget the money. Time to get some priceless revenge!"

* * *

Heatblast, Diamondhead and Alison were hanging onto the edge of the train for dear life as Heatblast's grip began to give as he groaned.

"Incoming!" Alison shouted as Diamondhead raised her arm and grew a giant crystal from the top of the train behind them.

When Heatblast let go and crashed into the girls, they all stopped on the crystal as they groaned in slight pain.

"Thanks, sis," Heatblast said as Diamondhead sighed.

"Don't mention it," Diamondhead said as the train continued on it's path.

* * *

 _"...and expect delays on the subway line near 34th street,"_ said the radio announcer over the Rust Bucket's radio as Max and Gwen drove on looking for the twins. _"...there have been reports of fires all throughout the tunnels."_

"Grandpa?" Gwen asked, concerned.

"I know," Max said as he made a U-Turn towards the subway line.

* * *

The Omnitrixes started beeping as the twins gulped.

"Oh man! I hate that sound!" Heatblast shouted as they trnasformed back into their human forms and were hanging onto the train for dear life as Jen groaned.

"Come on! Hang on!" she shouted as Alison gulped.

"I'm too young to die!"

Then, they heard a familiar honking noise and saw the Rust Bucket pull up beside the train's bridge and avoiding the other cars as Max saw the kids holding onto the train for dear life as he gasped and flipped a switch, rolling out the awning for the Rust Bucket before he saw a train supporter on top, which the kids were about to crash into. He then went under the bridge to the other side and honked the horn, catching the kids' attention.

They saw Gwen waving to them and they gasped as they saw the supporter.

"That's gonna hurt!" Jen shouted as they stood up.

"Jump!" Ben shouted as they all leapt off of the train and landed safely on the awning.

"Nice catch, Grandpa," Gwen said as he smiled.

* * *

"Are you ever planning on listening to me?" Max scolded Ben after Max parked the Rust Bucket and the three kids stood there with sheepish looks on their faces.

"Grandpa Max, I know you're upset, but this is just as much my fault as it is his. I was a bad sister and I let him run away from me. I tried to get him back and I just feel like I'm equally guilty of what he did."

"Can I introduce myself?" Alison asked as Gwen nodded.

"Go ahead," Gwen said.

"I'm Alison Levin, Kevin's sister. I feel like this is partly my fault because I let him get like this because I was a bad sister and guardian. No matter how hard I tried to control him, he always ended up as a loose cannon," Alison said as Max glanced at her.

"Maybe I was a bad grandfather too," he said. "I should have been more firm to you and instead, I let you become as irresponsible as you've become, Benjamin. None of this would've happened if you'd just listened to me in the first place. It's all about trust."

"Then trust me when I say that Kevin's probably misusing Heatblast's power right now," Ben said.

"Grandpa, Ben's right," Gwen said. "There's no telling what he could do now."

"Okay, so where is he?" Max asked as Alison sighed.

"I think I have a good idea."

* * *

At the hangout under the 39th Street Bridge where the bullies from earlier were, a massive explosion occurred and fire surrounded the bullies, preventing them from escaping.

"Kevin," the leader said. "We can work this out!"

"I don't think so," Kevin said, approaching them slowly.

* * *

The Rust Bucket had gotten caught up in traffic on their way to the Bridge as Max continually honked the horn.

"Come on! Move it!"

"Going Stinkfly!" Ben said as he and Jen activated the Omnitrixes. "See you at the 39th Street Bridge."

They slammed the cores down... transforming into Four Arms and Wildcat.

"Great. Now I turn into Four Arms," Four Arms sighed as Wildcat purred, annoyed as Four Arms grabbed the girls and walked out the door of the Rust Bucket, knocking a car aside, before leaping up onto the tops of the tour busses to cover more ground.

* * *

The bullies were pinned under a fallen beam as Kevin approached them.

"Ha! So much for your gang!" Kevin said... just before the Heatblast parts of him faded away and he gasped. "What's going on?"

Four Arms then landed behind him, letting go of the girls as Wildcat snarled at him angrily and Alison crossed her arms.

"Your power's gone."

"Looks like you're about to give me some more, Ben!"

"No!" Four Arms shouted.

"You don't have a choice." He then lit his hands up in energy and approached the bullies as he smirked. "I've still got enough juice to fry these guys."

"You don't have to do this, little bro!" Alison shouted.

"But I want to!" Kevin said as he prepared to fire... only to be caught up by Four Arms, causing his energy blasts to miss. He then touched Four Arms and absorbed his energy, causing his skin to turn red and his muscle mass to increase and his spiked bracelets to break and he laughed maniacally and a muscular arm grew on his upper left side and he punched Four Arms back and he landed on his feet and one hand. He laughed and his left side grew Four Arms' eyes and fangs and the three looked shocked.

"We're in for it now, girls!" Four Arms shouted as Alison absorbed the material from Diamondhead's crystal and Wildcat prepared herself as Kevin approached and another muscular arm grew from the opposite side and two normal arms grew below his normal pair as he ran towards them and punched Wildcat in the face as she backflipped and landed on all fours as she snarled.

Kevin then landed another punch on Four Arms, causing him to land backwards a few times as he cracked his upper two knuckles. "This is gonna be real fun!"

"Tell me about it," Ben sighed as he ran forward and the two clasped hands and started struggling with each other as they growled.

"I'm taking all of your alien powers! And your sister's!"

He then threw Four Arms into a building and grabbed him by the shirt and hit him over his knee before tossing him aside.

Alison then approached him as she glared and punched him into a building as she cracked her knuckles.

"Let's see how you handle me, bro!" she said as the siblings started struggling as the Rust Bucket approached and Max and Gwen saw the fight between the three before they spotted the bullies under the beam.

Wildcat pouned onto Kevin and started scratching and clawing at him, attempting to scratch his skin with little to no avail as she bit him on the shoulder, causing him to yelp in pain.

Max lifted up the beam, allowing the bullies to escape. "Moving day. Get out!"

Four Arms was tossed into a wall, leaving a crater as Kevin tossed Wildcat into the wall on the opposite side as the Omnitrixes started beeping. "No!"

"Now!" Alison shouted as the three then got out of their craters and started three-waying Kevin with numerous punches from each of them as they grunted with each hit and Kevin was sent flying backwards through the beams as Kevin landed in a heap and rubble fell on top of him as the Omnitrixes timed out and the three approached.

"Give up, bro. It's over," Alison said.

"Hey come on! I give! I give! I'm sorry!" Kevin said.

"Nice try. I've seen way too many movies to know that they never mean it when they say they're sorry after they've been beaten," Jen said.

"Just lighten up."

"I just did," Ben said. "By about 300 pounds."

"I guess I just went too wild with power," Kevin said, smiling.

"Oh yeah. I forgot to mention that," Alison said. "If we absorb too much energy, it causes us to go insane. That's why I limit myself to absorbing solid materials, which are much safer."

"It's just been me and my sister for so long. We don't have anyone else like you to help us," Kevin said as Alison nodded.

"We can still be partners. We'd just be kicking butts for good instead of for ourselves.," Ben said. "And our sisters would make great partners for each other. You two could hang with us."

"What's in it for me?" Kevin asked.

"For starters, people will like you." Ben said as he reached out his hand and Kevin smirked as he grabbed the Omnitrix with one hand and lifted Ben up with the other.

"Ben!" Max said as Jen scoffed.

"Called it."

"Oh man! You are so dim! Did your mother drop you two on your heads when you were little babies?" Kevin asked, laughing before he pushed Max back as he came running for him. "Now give me that watch!"

"You're the one who's dim! I told you, I can't!" Ben shouted.

Suddenly, his Omnitrix activated and sent out a green energy surge that enveloped all in the room and sent the two flying back. Luckily, Max caught Ben before any damage could be done. Kevin, on the other hand, was sent flying to the other side of the canal, destroying the rest of the beams and causing the entire bridge to collapse in on itself, pushing the Rust Bucket forward.

When Kevin recovered, he discovered that his powers were gone.

"No!" He then ran away into the distance as the rest sighed and Alison recovered.

"I'd better be going to. I've got to make sure he doesn't get into any more trouble," she sighed before Jen stood up.

"Will I ever see you again?" Jen asked as Alison smiled at her.

"You're the movie fan. You should know how this works by now. See you later," Alison said as she followed her brother with a sigh.

* * *

Back on the highway the next morning, the Tennysons sat there, exhausted from their latest adventure.

"I'm sorry, Grandpa. For everything," Ben said, sincerely.

"I know you are," Max said. "You're my grandson and nothing is ever going to change that. But my trust is something you're going to have to earn back."

Ben sighed as Jen sat up.

"Ben, can I see you in our room? Alone?" Jen sighed as Ben got up as well.

"Okay, sis," Ben said as they walked into their room and Jen closed the curtain so they could be alone.

"Never do that to me again," Jen said as the twins were in their room as sister scolded brother. "You had me scared to death back there."

"I'm sorry, Jen," Ben said as she sighed. "I now realize that Kevin was bad news."

Jen sighed as she sat down to him. "Everything I've ever done has been for you. You mean more to me than anything, bro. I know we fight sometimes. All siblings do. But no matter what happens or how many times we fight, you're always gonna be my brother. And I love you."

She then smiled as she hugged him. Ben smiled back as he hugged her. "I love you too, sis."

They released the hug as Jen sat on her bed. "But more than anything I'm worried about Kevin and Alison. I know we'll see each other again, but I feel bad knowing they don't have any other family."

The twins sighed as Ben sat on his bed opposite her.

"I guess only time will tell," Ben said.

* * *

Back in Kevin and Alison's hangout, Kevin sat on a rock smirking.

"If they thought I was a freak before, just wait!" Kevin said as he lit his hand on fire and started laughing maniacally as his sister hid in a corner as she gasped at him and her eyes widened.

"No," she said as she looked to her phone and thanked her lucky stars that she had Jen's contact info in her phone as she kissed it. "Ben, Jen, I'm gonna need you more than ever to handle this."


	8. The Alliance

Up in space, the Chimera Wrath unleashed three more drones onto the planet to search for the Omnitrix.

 _"The drones have launched,"_ the Bioid reported. _"Equipped with the improved internal tracking system, they should be able to find and retrieve the Omnitrixes."_

"They may find them," said a still-healing Vilgax. "But retrieving them will not be easy. Whoever possesses the Omntrixes continue to be opponents of extreme danger and inspiring brilliance."

* * *

At a gas station somewhere in New Mexico, Ben walked by clutching his stomach as he groaned. "Man, I'm starved." He then noticed a stack of boxes of cookies by him. He licked his lips and removed a box from the stack... which caused the stack to lose its balance and cave in on itself, burying Gwen (who was on the other side) in boxes.

"Smooth move, bro," Jen said as she witnessed the debacle going on and face-palmed herself.

* * *

The kids then left the gas station to see Max fixing up the Rust Bucket. He wiped off the window, clearing a sign in the dirt on the glass that said 'Wash me' with a frowning face.

"Nice artwork, Ben," Max said.

"You know, makes a statement," Ben said.

Suddenly, an energy blast came from out of nowhere and destroyed a nearby truck.

"No, that's a statement!" Jen shouted.

They looked to see three biker thugs wielding laser cannons. They wore helmets that looked like they were decorated with graffiti. The leader sent his lackeys out to rob the gas station as she looked to the Tennysons.

"What are you looking at?" She asked as she aimed her cannon at them and charged it up and Max gasped.

"Kids, get down!" he shouted as he pushed them away from the blast as he ducked as well and the laser missed and struck a support pillar behind him. He groaned as the kids gasped.

"I've got to get grandpa!" Ben said as he slammed the core down and Jen glared as she looked at her Omnitrix.

"What are you doing?" Gwen asked as she looked at her Omnitrix and started fiddling with it.

"I need something to surprise them. Frost Blight? No. Battlefly, no."

The leader's lackeys returned with bags full of money before they heard a whistle and spotted Four Arms slam all four of his arms down and caused a minor earthquake in the ground that sent them flying.

"Go!" he shouted to his family as they ran for cover behind the Rust Bucket. He then looked to see the guard stumble out of the damaged truck dazed before he looked to see the giant alien in front of him. "You okay?"

The guard screamed and ran away from him as he groaned.

"I wonder if that was a 'yes.'"

Suddenly, he was struck by the leader's cannon, sending him flying into another support pillar as he landed on the ground in a daze. The leader fired her cannon again that struck one of the fuel dispensers, causing an explosion that engulfed Four Arms.

"Ben! No!" Jen shouted as she glared at the thugs.

Luckily, Four Arms jumped out of the smoke completely unharmed due to his thick skin and slammed the ground where the thugs were standing on, sending them flying back.

Two of them landed in a heap by the truck as Four Arms walked over to them and lifted them with his lower two arms while using his upper two arms to remove their helmets... revealing that they were actually women!

"Huh?" he asked, confused. "You're all women. I don't want to hurt..."

He was then struck in the blast by the laser from the leader, named Rojo.

"Well isn't that sweet," she said.

"Clobber her!" Gwen said.

Four Arms then glared back at Rojo, when all of a sudden, the drones from when he and Jen first got the Omnitrixes appeared and started firing lasers on them as he gasped.

"Not again!" Jen shouted, noticing the drones too.

The drones fired their lasers across the street, slicing through the gang's truck, sending cash flying through the air as Rojo grabbed it.

"Hey, this is my heist!"

"You can have it!" one of her thugs said as they ran away, not wanting anything to do with the drones.

Rojo scowled as she walked towards Four Arms, who was distracted battling the drones that were out of his reach as Max gasped and picked up a tire from the truck and tossed it at her before she could hit him, knocking her to the ground.

"Ben, those drones must be after the Omnitrixes like at the campground!" Max said.

Rojo growled as she picked up her cannon again and aimed it at Max.

"You'll get yours, old man!" Rojo shouted as she fired her laser at him.

Max ducked out of the way, but the laser struck the gasoline canister, causing a major explosion.

Jen noticed this and gasped as the camera went into super slow-motion as the explosion expanded greatly outwards. "NOOOOOOO!" Jen shouted as she crossed her arms in front of her face to brace herself.. Suddenly, her eyes and hands started emanating pink energy and she instantly created a large energy barrier, surrounding herself, Max and Gwen, shielding them from the explosion. Unfortunately, Max was knocked back by the force of the explosion, was struck against the side of the barrier, and was knocked unconscious.

"Grandpa!" Gwen shouted as the energy barrier dissipated.

"No!" Four Arms shouted as his sister looked at her hands in disbelief, smoke emanating from her fingertips.

"How did I do that?" she asked before looking to her unconscious grandfather. "Oh no! Grandpa!"

Four Arms looked to the drones in anger and grabbed them both. "Nice try." He then smashed the two of them together and tossed the destroyed drones at Rojo, knocking her unconscious. He then went to his sister and cousin, concerned over their grandfather.

"We have to get him to a hospital," Jen said as Gwen pulled out her phone.

"I'll call 911," Gwen said, dialing the number before Four Arms picked the three of them up.

"No time. The hospital's up the street!" Four Arms shouted before jumping his way to the hospital.

Once they were gone, Rojo recovered and started examining the destroyed drones. "Who were you freaks?" She pulled off the head of one of the drones and started examining its circuitry.

Suddenly, it's eye glowed red and it stabbed its plug into her neck and started transferring its data into her. Her skin suddenly turned a deep crimson red and the sleeves of her jacket and pants were ripped open by the sudden surge of growth in her muscles. Spikes grew from her elbows and fingers and her eyes turned a deep red, the same color as the robots visors. She also grew two sensors on her shoulders and two more eyes.

Suddenly, two police cars pulled up and the cops came out, guns drawn. "Freeze!"

Rojo, now a cyborg drone, turned around to face them, leaving them confused. "Ha! I already did my time. It's time you guys paid!"

Suddenly, the sensors in her shoulders came up from their sockets and fired two lasers at them, destroying the cars in the process.

She then smiled at her dirty work as she picked up the discarded bag of cash that her lackeys left behind and chuckled to herself. "This is gonna be a blast!"

* * *

At the hospital, the kids had checked Max into a room, now dressed in a hospital gown and lying on the bed, unconscious, his leg in a cast and resting on a sling.

"Your grandfather has suffered a severe concussion," the doctor reported. "He'll be out for several more hours. He also has several lacerations and a broken leg."

"He's gonna be okay, right?" Ben asked, worried.

"For a man his age, he's remarkably strong. He'll be fine after some rest," the doctor said. "Now it says on his admittance form that he was knocked unconscious. Did someone bump into him?"

"Actually, he was flown into the side of the gas station after this robot drone blew up a gas canister," Jen explained, twiddling her fingers behind her back.

The doctor chuckled and patted her shoulder. "Vivid imaginations are good coping mechanisms in situations like these."

Jen then smiled at that as the doctor looked away before she looked at her hand, which started to shake due to her nerves as she remembered what happened at the gas station.

"You didn't even go alien. How did you do that?" Gwen asked.

"I don't know! One minute, the gas station explodes, the next this force field suddenly appears and protects us. If it didn't happen, we would've been toast."

* * *

Back in Earth's orbit on the Chimera Wrath, the Bioid reported to Vilgax exactly what happened on the surface.

 _"The drones were destroyed."_

"Send out more!"

 _"We may not need to. The drones have somehow merged. I'm receiving a combined signal and that signal is on the move."_

"Hmm," Vilgax pondered. "Perhaps one head _is_ better than two."

* * *

Back on the surface, Rojo was robbing a jewelry store, using her new tech to send the patrons out screaming in terror. She then used her laser to melt the glass holding the priceless rings so that she could steal them. Unfortunately, she didn't know her own strength and she ended up crushing the rings to dust.

"What?! No! They're worthless now!" She then turned to the owner of the store and started growling angrily. But before she could do anything, she got a massive headache and clutched her head in pain as she started hearing a voice in her head.

 _"Listen to me, whoever you are."_

"Where are you?..." Rojo asked the voice. "...Who are you? ...And how did you get in my head?"

 _"No questions! You are here to serve me!"_

"Guess again. I work for me and only me."

Suddenly, she was forced to her knees and the next thing she knew, she found herself falling through a void that was happening inside her head.

 _"You now possess powers that you could never imagine."_

She then found herself face-to-face with a giant squid-faced alien that she had never seen before.

 _"But unless you find a way to use it, it will be worthless."_

Her eyes then widened in fear at the alien before her.

 _"Fulfill my demand and I will teach you. Fail me and I will turn you to dust!"_

Rojo conceded to this, slightly in fear slightly in wonder at how to use her new powers. "So what do you want?"

 _"Only two things. Two pieces of valuable technology missing from my possession. And luckily, you are already programmed to find them."_

"Yes, master."

* * *

Back at the hospital, the kids were in Max's room as he rested and Jen clutched her hand open and closed, trying to do what she did back at the gas station again.

"Ben, you heard the doctor. He'll be fine," Gwen encouraged.

"I'm worried about him," Ben said as Gwen smiled to him.

"I'd be more worried about how some girl kicked Four Arms' butt."

"Hey, heroes don't hit girls," Ben said.

"Good to know," Gwen said as she jabbed her cousin lightly.

Ben then glared and jabbed her back.

"Hey! I thought you said-"

"I'm not _in_ Hero Mode."

Gwen then clutched her fist tightly and reeled it back, ready to punch him... until she saw how concerned he looked.

Ben then walked out of the door as Gwen looked back at him and Jen sat there, still trying to figure out how to work her powers.

"Come on, Jen," Jen said to herself as she clutched her fist slowly. "You can do this. You can do this." She then opened her fist suddenly and nothing happened.

Gwen then followed Ben and sighed. "You okay? Normally slugging me in the arm would make you feel much better."

"Maybe if I went Upgrade, I could hook myself up to those machines and make him better," Ben suggested, touching his Omnitrix.

"Ben, that won't work."

"What if I went Ghostfreak and melded with him or something? I don't know. I just wanna help him, you know?"

Jen kept on trying to activate her powers as she sighed. _"Maybe I'm going at this all wrong,"_ she thought. _"Maybe if I just relax. Just go with the flow and let the energy take control."_ She then breathed softly and held out her hand and clutched it closed before she opened it again. Suddenly, the medicine bottles on the nightstand started levitating in midair, surrounded by a pink aura as Jen gasped when she saw it.

"I did it!" she shouted as Ben and Gwen ran in and saw her hand surrounded by a pink aura and the bottles floating as she looked to them.

"I can't believe it," Gwen gasped as Jen smiled to them.

"I can't either! I have super powers!" Jen shouted as she set the bottles down.

"No fair!" Ben said as Jen smiled and took him by the shoulders.

"This is incredible! Now I don't have to go alien to kick bad guy butt!" she said as she hugged him. "I wonder if this affects my alien forms as well." She then pressed a button and activated her Omnitrix and started fiddling with it.

"I guess only time will tell."

"You're right. I only just got these powers. No telling what they can do."

* * *

Across the city on a cliff, Rojo shot to attention and looked down to the hospital. She used her visors to pinpoint Jen's location as she zoomed in to the windows and saw that she eagerly fiddled with the Omnitrix.

"There you are."

* * *

Back in the hospital, Ben looked to see his grandfather lying unconscious in his bed as he sighed and angrily kicked over the trash can.

Jen sighed and used her new telekinesis to lift the trashcan back up as she rested her hand in her chin.

"Just relax, you two. Everything's going to be okay."

The twins then sighed at that as Jen practiced her new powers.

Gwen then squinted before looking out the window and gasping.

"Look out!" she shouted as she tackled the two away as Rojo burst through the window with a roar.

The kids nervously looked back as Rojo walked towards them slowly. "Give me the Omnitrixes!"

"You want them? Come and get them!" Ben said as the three ran away down the halls, avoiding her lasers as she gave chase after them.

"You can't run forever!" she shouted as she blasted a cart that a nurse was carrying and knocking her back only to be saved by a doctor.

They almost ran by a stairwell, only for Jen to notice it as she shouted after her brother and cousin. "Here!"

They opened the door and ran down the stairs as fast as their legs could carry them.

"Guys, that woman's the thief from the armored car factory!" Gwen shouted.

"Name's Rojo," she said as she spotted them at the top of the stairwell.

"It's like she merged with those-" Jen started.

"Robot drones! Run!" Ben shouted as they ran down the stairs faster.

"Yeah, like that's gonna work," Rojo said as she jumped down the middle after them, just missing them as they ran down out of the door on the bottom floor. She then fired her lasers after them, just missing them.

"Okay, radical thought, but now might be a really good time for you two to go hero!" Gwen said as they nodded.

"Right," Ben said as they ran out of the front door of the hospital and dived behind two ambulances.

Rojo then walked out of the door, scanning the area looking for them. "We can do this the easy way or the hard way." She then spotted the cliff above and smirked to herself. She then fired her lasers at the cliff, loosening several boulders and causing an avalanche to tumble down to them. She then smiled at her work as she walked away from the scene.

"Time to go Four Arms," Ben said as Jen started fiddling with her Omnitrix, trying to go Four Arms too.

"Let's go!" Jen said as they slammed the cores down, transforming into... Heatblast and Battlefly.

"Oh great. I need muscle and I get an alien candle instead," Heatblast said.

"You think you're bad at this? What chance does a butterfly have against this?!" Battlefly shouted as the rocks came tumbling down towards them.

"If scissors cuts paper, fire melts rock, right?" Heatblast asked Gwen, who just shrugged. "Here goes nothing." He then fired his heat ray at the boulders, which only set them on fire, making them even more dangerous. "Okay, definitely not what I had in mind."

"Gwen, get out of here!" Battlefly shouted.

Gwen didn't need to be told twice as she ran behind the ambulances.

Battlefly then twirled her arms around as she created a small tornado. "Please be enough. Please be enough." She then fired her tornado, which slowed the boulders down somewhat and put out the fire, but not enough to actually stopped them as she groaned. "Come on, Omnitrix. Give me something I can do!" She then started hitting the Omnitrix core over and over before it suddenly beeped.

 _"Power Bridge activated,"_ the A.I. said. _"Any default powers the holder has can now be used by their alien forms."_

"Now you do this for me," Battlefly said as she rubbed her hands together, which started glowing pink. "Ha!" she then thrust her hands forward, creating a small pink barrier around the parking barriers by the ambulances, which blocked the boulders and sent them going down the street. "Yes! I saved the hospital!"

"But there are people at the bottom of that canyon," Gwen said as they saw the boulders rolling down the street towards the city.

"Man, I hate it when you're right," Heatblast said as he ran after the boulders.

"When is this job going to start getting fun?!" Battlefly shouted as she flew down into the canyon.

Rojo then came down from above and tackled Heatblast, putting her foot on his back.

"The Omnitrix," she ordered.

"Never!" Heatblast shouted as he flared up his flames and sent her flying off of him, knocking her back before following his sister down into the canyon before landing beside the bridge.

The citizens in the city gasped at the boulders rolling towards them and ran away.

"Ben, now!" Battlefly shouted, her hands glowing pink as she and her brother fired their heat ray and energy blast at the bridge, destroying it and sending the boulders falling safely in the river underneath it.

Heatblast and Battefly admired their handiwork when Rojo suddenly came flying in and grabbed them by their collars and throwing them into a garbage truck. She then fired countless amounts of lasers from her turrets at her until they were completely engulfed in smoke.

She looked at the damage she caused as the windows of a nearby building suddenly shattered. There were several craters in the street and a fuel truck had been sent sprawling on its side, leaving a trail of fuel.

Battlefly then whistled loudly as she widened her visored eyes and saw that Battlefly had shielded them in a crater with a force field as she dissipated it and folded her arms at her.

"You want to destroy us? Well here we are!" Battlefly shouted.

She then snarled and flew towards them, only for Battlefly to fly upwards and grab her by the arm and tossed her into the fuel truck, leaving her dazed. She then turned to her brother and winked at him.

Heatblast then snapped his fingers and a single spark escaped his palm and set the fuel on fire, blowing the truck up and sending Rojo flying away from them. "See ya!"

"Aren't we stinkers?" she asked her brother with a smile as she flew back to the hospital with her brother following her.

* * *

Back at the hospital, Max was sent into another room with his grandchildren visiting him.

"When I was playing with the watch, I must have led her right to you," Jen said, a little down on herself that it was because of her that all of this happened.

"Since they moved me into a new room and neither of you have gone alien since then, we're safe," Max said.

"For now," Ben said. "What about tomorrow? It's getting way too dangerous for either of you to be around us."

"Ben, that's-" Gwen started before Jen put her hand up.

"No. He's right. If we didn't have these watches, none of this would be happening to us."

"Yeah, but since they won't come off, there's nothing we can do about it," Gwen said.

"You know what they say, kiddos. No use crying over spilled milk."

"Maybe, maybe not," Ben said with a sigh.

"You're two special kids, you know that, right?" Max asked as Jen sighed.

"Just because we have these powers doesn't make us special," Jen said as she summoned an energy field around her hand, showing off her new abilities as Max raised his eyebrow.

 _"No, it can't be,"_ he thought.

* * *

People in the city had gathered around the crater where Rojo had landed in wonder at where she had come from.

Much to their shock, she recovered and walked out of the crater, sending them screaming and running away. Before she could get anywhere, she suddenly got another dizzy spell and was sent to her knees as Vilgax contacted her again.

 _"The Omnitrixes. Where are they?"_

"I couldn't get it," Rojo explained. "And how nice, you didn't tell me I'd be fighting superheroes! I'm through."

Her vision of Vilgax suddenly ate her and sent her falling through a void.

 _"You will get me the Omnitrixes and if you fail again, your meaningless criminal life will be over. If they want to be heroes, fine. Make them come to you."_

* * *

That night at the hospital, Gwen, Ben and Jen were sleeping by his bedside as Ben laid a note on the bed and sighed.

"I'm doing this for you, Grandpa," he said as he walked out of the door and left.

Jen then woke up and sighed as she read the note. "Relax, Jen. He just needs time to unwind."

She then woke up with her hands in her pockets as she walked along the halls of the hospital before she looked out the window and put her hand on the window in perfect unison with her reflection as she closed her eyes and sighed.

"Who are you? You're certainly not the girl who started this summer vacation as just another girl from Bellwood."

She then turned her head as she saw the doctors by the desk listening to the radio.

 _"Reports say the armored assailant has incredible firepower and has blown up several police barricades before arriving at the police academy training center just outside of Albuquerque.,"_ the broadcaster announced.

"You're not hurting anyone else, woman," Jen said as her eyes briefly glowed pink and she walked off.

* * *

Ben sat on a park bench by himself as he sighed and saw a grandfather and his grandson playing with a football in the clearing. He sighed, wishing that was his grandfather and him.

"I'm glad we can spend the summer together, Grandpa," the boy said as Ben sighed to himself and shook his head.

Ben then heard the same police report over a nearby radio that his sister heard before he shot up and walked in the same direction his sister went, not knowing it.

* * *

After sundown in the hospital, Gwen woke up and rubbed her eyes before noticing her cousins were gone.

"Ben? Jen?" she asked as she spotted the note and opened it before reading it.

"Dear Grandpa, Jen and Gwen,

I care about you too much to keep putting you in danger, I love you too much.

Love, Ben."

She then looked to see the twins gone and she sighed. "And Jen's probably gone after him."

Max then woke up as well as he groaned. "Gwen, what is it?"

They then heard a news report over the TV and Gwen turned up the volume as they listened to it.

 _"The scenes at the police training center continue,"_ the reporter said. _"Police reports say several officers have been injured."_

"The twins are gone, but I think I have a good idea where they went," she said as she got up from her chair. "I've gotta go, Grandpa."

"I'm coming too," Max said, struggling to get up.

"You can't go anywhere."

"You can't go alone," Max warned. "It's too dangerous."

Gwen sighed as she grabbed the adjustment switch from the hospital bed and completely flattened it, incapacitating her injured grandfather.

"I can't get up now!"

"That's the point," Gwen said before running out.

"Gwen, get back here! Gwen!"

Outside of the hospital, a driver of one of the ambulances was looking over the reports when his assistant walked over.

"They need us down at the police academy."

They got into the ambulance and drove off, unaware that Gwen had snuck into the back of the car and they were leading her directly to her cousins.

* * *

At the entrance to the police academy, a destroyed squad car was tossed aside by Rojo as she looked up and fired her lasers from her turrets to absolutely decimate the academy as she glared before she felt a sudden blast from behind as she looked to see Jen fighting her with her hand smoking.

"You hurt my grandfather. Very bad idea," she said to herself as Rojo smiled at her.

"Oh? Is the little baby going to cry about it?" she mocked as Jen gave no response to her.

"No. I'm just going to make you wish you had never met me!" she said as she balled her hands into fists and surrounded them with pink energy as she glared.

"Bring it on!" she shouted as she fired her turrets at the young girl, who stood her ground as she brought her arm up and created an energy shield which withstood the blast before she retaliated with her other hand and fired an energy swipe that hit Rojo dead on as she glared.

"You're still green with those powers, young lady," Rojo said as she fired her lasers at her feet, which Jen dodged with a backflip as Jen smirked.

"I'm not alone in that department," she said as she fired tons of energy bolts from thrusting her hands out that hit Rojo in rapid succession as she burst through before bringing her spiked arms down as Jen gasped and brought her hands up in front of her face and brought up another energy shield that she barely withstood.

Rojo smirked at her as the shield started to crack as she glared.

"Give me your Omnitrix," she said as Jen glared back.

"Never!" she shouted as she dispelled the barrier and then gave out a sweeping roundhouse kick that was charged with energy that hit her square in the head and caused her to slide across the area as she left tracks with her claws and stood up as the two were both panting at that as she glared.

Rojo then brought her turrets up as Jen put her energy charged fists up. She charged up her turrets to fire. "Stand down. Final warning."

Jen wiped her lip and glared. "I could do this all day." She then thrust her fists forward and Rojo fired her lasers and the two blasts collided, equal in power before causing an explosion from the overload of power that knocked the both of them back as Jen backflipped and got her footing again.

Rojo dashed through the flames and brought her claws down on Jen before she brought up another shield and then her eyes glowed pink as she focused her energy and smirked.

"I love these powers!" she shouted as she used her telekinesis to lift Rojo up and she slammed her across the street as she glared.

Before they continued, a blue and black blur appeared out of nowhere and battered Rojo some more before stopping to reveal XLR8.

"Looks like you two got this party started without me."

"Good timing, bro," Jen said as she crossed her arms.

Rojo then grabbed XLR8's leg and slammed him against the ground before he whipped her with his tail. She then threw him against a squad car as he slumped back in a daze.

Jen then ran up to him and helped him up as Rojo walked towards them.

"He wants his Omnitrixes, he can have them. This is getting fun."

"Who's he?" Jen asked.

"I don't know and I really don't want to know," XLR8 said as Jen adjusted her Omnitrix.

"It's hero time!" She then slammed the core down as she transformed.

Her skin turned an icy blue and started radiating cold air and her eyes shot open to reveal bright glowing pink eyes with no pupils and her hair shifted into blue spikey hair like ice. Her clothes then shifted to a pink ballerina-like outfit complete with the skirt and flat shoes. Her body then shrank to 3 inches high and a pair of insect wings grew out of her back. The Omnitrix symbol appeared on the belt of her skirt.

Frost Blight glared as she flew alongside her brother.

XLR8 then jumped forward and kicked Rojo in rapid succession as he glared. "One good kick deserves another!" He then kicked her back before closing his visor.

Before they could continue, a tank suddenly rolled in and aimed its cannon down to the three of them as they gasped in shock.

"Yeah, I don't think my force fields are strong enough to stand that," Frost Blight said.

The two of them then ran/flew backwards away from the area as the tank fired it's cannon onto Rojo, resulting in a crater that was emanating tons of smoke as XLR8 and Frost Blight looked on.

"Did it work?" XLR8 asked.

The tank then rolled forward before it stopped and was lifted up by Rojo, completely unmarred from the blast.

"I'll take that as a 'no,'" Frost Blight deadpanned.

"Nice try, but Speedy's all mine," she said as the scared soldiers jumped out of the tank and she tossed it at them.

Luckily, XLR8 grabbed his sister just in time and zipped away from the wreckage as he then landed three massive punches on her before Frost Blight flew over and froze her from the waist down using her ice powers.

Rojo smirked as she activated her turrets and charged it up as Frost Blight face-palmed.

"I am such an idiot," she said.

Rojo fired her turrets at the pair of them, hitting them dead on.

* * *

The ambulance from the hospital arrived at the academy and the paramedics exited, medical kit at the ready.

"Who needs help?"

They then saw Rojo pummeling the twins into the ground in a crater before she dropped the unconscious twins on the ground before turning her attention on the medics and walk towards them, causing them to run away in fear of her.

Gwen then opened the door to the back of the ambulance and saw her cousins getting up weakly as XLR8 noticed her.

"Gwen!" He then grabbed his sister before rushing over to grab his cousin and ran into a clearing, safe from the mad cyborg before he lifted his visor up. "What are you doing here?"

"'It's better this way.' Sound familiar?"

The Omnitrixes started beeping as XLR8 gasped.

"So does that beeping!"

They timed out, returning to their human forms as they looked worriedly at their cousin.

"Oh, just great! Come on!" Ben shouted as the three ran away from the scene before Rojo could find them.

Rojo then spotted them running away and followed them.

The kids then ran to the academy's obstacle course, running over the hurdles as Rojo fired her lasers at them, resulting in a smokescreen before she ran after them. Little did she know that her targets had hidden behind one of the course's barriers as she ran forward.

"You two can't run away from us!" Gwen scolded.

"Don't tell us what we can or can't do," Ben said.

"This is our fight, our weird watches, not yours."

"Yeah, but you're my weird cousins," Gwen said as Jen smiled at her before they heard the familiar hum of Rojo firing her lasers as they looked worried. "In here!" They then ran into the gym for shelter before Gwen's phone rang and she answered it. "Hello?"

The person on the other line said something to her as she handed Ben the phone.

"It's for you."

"Hello?"

The person on the other line revealed himself to be Max as Ben gasped.

"Grandpa, can we talk later? We've got an indestructible alien robot thing that none of our aliens can take out."

 _"Ben, if you can't destroy it from the outside, take her out from the inside,"_ Max said over the phone as Ben got a look of realization on his face.

"That's it! Thanks!" Ben said as he hung up and handed the phone back to Gwen.

"Looks like you two aren't better off without Grandpa either," Gwen said as Jen rubbed her hands together.

Ben then activated his now-recharged Omnitrix, triggering Rojo's sensors as she jumped up and fired several lasers onto the gym as the kids ducked for cover as Ben dialed his watch and slammed the core down, triggering a transformation.

The Omnitrix sunk into his arm and his skin turned black and green lines of energy scrawled their way across his body as his clothes and hair vanished into his body and his eyes merged into one and merged into a circle before he struck a pose as he finished his transformation as Rojo dropped into the gym through the hole in the roof she created.

She turned her head, investigating as she looked for the twins as Gwen looked to see Upgrade liquify his body to hold himself up on the ceiling as Jen ducked behind a treadmill and surrounded her hands in pink energy as she bowed her head.

"Let's do this," she then jumped out and let out a yell as she fired her energy beams at Rojo, binding her as she struggled against the thrashing cyborg before she shouted out to her brother. "Now, Ben!"

Upgrade jumped down from the ceiling before tackling Rojo and merging with her circuitry.

Rojo struggled to get the alien off of her, looking like Spider-Man trying to remove the symbiote as she stumbled back as Upgrade completely took her over.

Little did Upgrade know, that by melding with Rojo, he also completely took over her consciousness. The camera zoomed in on his eye as he found himself in the same void Rojo was in, face-to-face with Vilgax in his mind.

 _"Listen to my every word. Be afraid."_

Upgrade shielded his arms in front of his eyes in fear as Vilgax confronted him inside his brain.

 _"You cannot run from me. You cannot hide from me. I will find you and your partner. And when I do, I will retrieve my Omnitrixes and destroy you both!"_

The camera panned back into the real world as Rojo finally pried Upgrade off of her and threw him against the wall, dazing him a bit as he flattened out. She then fired a laser from her turret at him before he flew around her and melded with a weight-lifting machine as he glared.

 _"Time to work out!"_

He then reached his arms out to her as she flew back to avoid them.

Jen's eyes glowed pink for a moment as she shook her head. "I don't think so." She then shouted out as she charged her fist with energy and slammed it against Rojo, knocking her into Upgrade's grasp.

Upgrade then slammed her against the weights a few times, sending her stumbling back before de-merging with it and merging with a treadmill. He then activated it, sending the path rolling and sending Rojo stumbling to the floor.

Rojo recovered and fired her turrets several times as Upgrade de-merged with the treadmill and ran around the area avoiding the lasers as Jen backed him up with her force fields, deflecting Rojo's lasers into the support beams.

Gwen noticed that the destruction of the support beams caused the gym to lose its stability and the ceiling started to crack.

Suddenly, the S.W.A.T. team kicked the door of the gym opened and walked inside.

Gwen noticed them and shouted out to them. "Duck!"

The officers ducked as Rojo's lasers swept over the wall above them. They then opened fire on the woman as Jen smiled and sent her energy beams out and binded Rojo to the floor as Upgrade tackled her again.

 _"This won't hurt a bit."_ He then melted himself completely as he completely merged with Rojo's circuitry and discharged his energy all throughout her systems.

"Get out of me!" she shouted as Upgrade defused with her and crossed his arms.

 _"Okay, I lied."_

Rojo glared at him as her skin color returned to normal and her visors fell off. She then gasped as the rest of her armor fell off as well. She was reverted back to her human form. "I'm... normal."

" _Ab_ normal's way more like it," Jen said, crossing her arms.

"Look, I don't know what came over me. Come on, please, you gotta help me." She then looked over her shoulder as she noticed that among the useless machinery, her energy cannon from before had appeared as she smirked. "I'm just a girl." She then smirked as she kicked the cannon upwards into her hands.

"Guess what, bub!? So are we!" Jen shouted as she and Gwen came over and drop-kicked her down as Jen used her telekinesis to levitate the cannon into her grasp as she slung it over her shoulder by the strap as she walked over to her and charged her fists up with energy. "This is for my grandpa!" She then punched her in the gut. "This is for my brother!" She then punched her again before she brought out the cannon. "And this? This is for me!" She then whacked her upside the head with the cannon, knocking her unconscious.

Suddenly, the gym started shaking violently again as Upgrade picked up Rojo.

 _"Girls, we gotta go!"_ he said as they ran out of the door as the gym finally caved in on itself as they all ran away. Upgrade then handed the unconscious Rojo to the cops as Jen smiled.

"She's all yours, officers. We're out of here," Jen said as they went off as Jen examined the cannon with a smile. "Sweet. Another for the collection."

* * *

The next day, Max had checked out of the hospital as he walked towards the Rust Bucket on crutches as he sniffed the cool fresh air.

"Ah, good to get out of here and get back on the road," he said as he smiled.

"Well, overall, this was a fun adventure," Gwen said to her cousins. "We all learned a valuable lesson. New powers, a new weapon. The only downside was Grandpa ending up in the hospital."

"I seriously don't get how only you have those powers, Jen," Ben asked as Jen looked at her fist and clutched it closed.

"I don't either. Maybe it's my gender. Sorry, Ben."

"So, Ben," Gwen said. "What happened back there in the gym? It's like you were possessed or something."

"I don't know," Ben said. "It's like when I went Upgrade, I saw this alien."

Max opened the door to the Rust Bucket as the kids walked up.

"We were both floating through space and he was talking to me. He looked kind of like he had this octopus on his head. He told me that we should be afraid."

Max looked a bit concerned as Ben said that as the kids looked to their grandfather.

"Grandpa," Jen said. "You look afraid."

"I'm... fine," Max said. "And you'll be fine too as long as we stay together."

"Sounds good to me," Ben said as he, his sister and his cousin walked inside the Rust Bucket.

Max then looked up to the sky with a glare as the camera zoomed out of the planet and into it's orbit towards the Chimera Wrath as Vilgax examined what had happened with a glare.


	9. Last Laugh

On a boardwalk, two criminals walked down a ladder to a rowboat so that they could make their escape. One had on a white tank top, black pants and a red beanie while the other had on a black long sleeved shirt, blue jeans and a black beanie on.

"Knocking over that yacht was a piece of cake!," the white shirt criminal said as he and his partner laughed hysterically. But as he looked over the side of the boat, he saw a pair of green eyes in the water suddenly flash open and stared straight at him.

Suddenly, a clawed white hand with green webbing shot under the water and pulled him overboard.

His partner then looked over the edge seeing only the red beanie floating on the water before Ripjaws suddenly shot his head out of the water and advanced towards him. He panicked at the fish alien as he ran up the ladder and tried to make a break for it.

Ripjaws sighed and shook his head as he dived under the water and swam under the boardwalk. He then saw his sister as Mermaid swim beside him with her hands behind her arms as she swam backwards with a smile to her brother.

"Okay, bro, you had your chance with the other guy," she said with a smirk. "This one's mine."

"Be my guest," Ripjaws bowed as Mermaid got her game face and swam towards the pier, her two anglers sticking out of the water as she did so.

The black-shirted criminal ran for his life as he backed up by a hot dog cart before he looked back, scared beyond belief as he saw a burst of water appear over the edge and saw Mermaid jump up from out of the water as she landed in front of him and crossed her arms in disappointment.

The criminal then glared as he pushed over the hot dog cart, sending weenies falling everywhere. Unfortunately, it also started leaking the fuel that was used to start the fire to cook the hot dogs. Then, the plug that was plugged in an outlet came undone and sent a spark outwards, igniting the fuel and sending a ring fire all around Mermaid as she gasped in shock as she started feeling at her gills as she started breathing heavily as she got down onto her knees and gasped from the smoke.

"Got to love an old-fashioned fish fry!" the criminal shouted.

"I can't breathe!" Mermaid wheezed out. "I need water! Water!" She then crouched down and punched a hole into the pier and dived down into the ocean below and breathed in a sigh of relief.

Then, Ripjaws joined her as she smiled. "So, how's your chance going?"

"Oh shut up," she said. "Let's just get this guy, alright?"

The criminal smiled as he walked away with his loot before the twins jumped out from below the boardwalk and Ripjaws grabbed him by the arms as Mermaid came by and sucker-punched him right into the Knock Down booth, sending the cups spilling all over the place as he groaned in pain.

* * *

A few minutes later, the cops came in and took the two criminals away as the twins stood by with the chief as he smiled to them in gratitude.

"I don't care what anybody says. You circus freaks are alright by me."

"Circus freaks?" Mermaid asked. "We're not circus freaks."

"We're superheroes!" Ripjaws announced proudly as they both backflipped down into the ocean as the chief looked down overhead and sighed.

"Looked like a freak to me," he said.

"Circus freaks? Really?" Ripjaws asked as he sighed.

"I know, right?" Mermaid asked. "I don't think aliens technically qualify as circus freaks anyway."

* * *

Later, in the Rust Bucket, Jen was watching Source Code on her laptop with a smile in contentment as Ben played on his game.

Gwen looked out the window and noticed a billboard they passed by.

"'Zombozo's Traveling Circus of Laughs? Cool!" Gwen said with a smile.

The twins then shot up and looked at each other nervously at the mention of the circus.

"I haven't been to a circus since I was a boy. Sounds like fun," Max said.

"I love the circus!" Gwen said.

"That's because you belong in one," Ben said.

"I'm good," Jen said as she sighed. "We can go to the circus anytime it comes back home in Bellwood."

"Ben?" Max asked.

"No thanks. Circuses are kid stuff."

"Hello! What are we?" Gwen said.

Jen then shut her laptops and yawned. "Besides, it's getting pretty late anyway."

"It's 11:00 in the morning," Max said with a smirk.

"Fine by me," Jen said, frustratingly.

"Okay, alright. If you want to go see some stupid circus, fine."

* * *

The Rust Bucket parked by and the Tennysons walked towards the circus with carnival music playing in the background as Max took in the surroundings.

"Ooh, looks like the entire town's showed up for the show," Max said.

Ben and Jen walked next to each other as they noticed the posters of clowns plastered on all of the walls of the tents as they gulped nervously, feeling the piercing eyes of the clowns staring right into their souls.

"It's probably sold out," Jen said with a smile. "We're probably just wasting our time."

Then, a spotlight shone down on the ringmaster who announced the clowns with an air of excietement.

"Step right up and see the fingerless freak of nature whose strength knows no bounds: Thumbskull!"

A hulking figure of a clown walked out from the darkness. He was a large muscular clown whose head looked like a giant thumb, right down to the toenail figure on the crest. He was carrying a rather large crowbar. He then grunted as he bent the bar over his neck with seemingly no effort, causing the crowed to 'ooh' and 'aah' in wonder. He then tossed the bent bar up into the air where it was caught by another clown.

She had pale skin, a slender body, black circles on her cheeks, a black, tight-fitting jumpsuit, and five orange tentacles for hair. She also wears flat shoes. She used her hair to handle the bent bar with a smirk.

"And presenting Frightwig!" the ringmaster announced. "When this beauty lets down her hair, no telling what could happen!"

Frightwig then used her hair to bend the bar even further into circles before she placed it on an anvil.

"And last but not least, the freak whose unique skill is as vile as his attitude: Acid Breath!"

The third and final clown walked out from the darkest... and he was easily the most freaky of them all. He had pale skin. He has red eyes with different-sized pupils, and little bits of straight black hair poking out of the top of his head. His outfit was black with bright yellow stripes on his arms and he had a little bit of a hunch back. He also wore a gas mask over his face that he soon removed to reveal green gums with most of his teeth missing.

Jen felt like she was about to puke as Acid Breath breathed outwards, letting out absolutely putrid breath that melted the beam and the anvil along with it as she and her brother walked away, leaving the rest of the crowd impressed.

"Gross!" Gwen said.

The twins then walked to a clearing and saw a sign that said 'Keep out.'

"I don't know about this, bro," Jen said.

"Just a peek. I'm not going in there," Ben said as the pair looked through the slight gap in the curtains as they held their breath when they saw a rather large looking clown in front of the mirror.

"Howdy folks! Are you ready to laugh?!" he practiced as Ben started to twitch. "Perfect. You're gonna knock 'em... dead." He then licked his teeth with his rather long and freaky-looking tongue as the twins backed up, scared before Jen backed up into Gwen.

"Hey!" Gwen shouted as the twins shouted back in fright.

"Don't do that," Jen said, panting and holding her hand over her heart.

"What's your malfunction?"

"What do you mean?" Ben asked.

"Ever since we decided to go to the circus you've been acting weirder than normal. What are you two scared of?" Gwen asked.

"We're not scared of anything!" Jen said as her eyes briefly glowed pink with anger as she then decided to calm herself down as Max walked up.

"Come on guys, the show's about to start."

Gwen smiled as she gestured to the twins.

"After you."

Ben and Jen frowned as they walked forward into the main tent.

* * *

"Ladies and gentlemen! Children of all ages!" the ringmaster announced as the crowd all gathered in the main tent to watch the show. "The Circus of Laughter is proud to present the Sultan of Smiles, the Crown Prince of Chuckles, the Rib Tickler himself, the star of our circus: Zombozo the Clown!"

A tiny pink clown car drove into the tent's area and screeched to a halt as Zombozo stepped out of it and presented itself to the crowd. He had red hair and pale skin. His jumpsuit was striped purple and grey, matching his bow tie. He wore big black shoes, fingerless gloves, and a top hat.

The crowd in front of him laughed hard while the twins just looked freaked out by Zombozo.

The car drove away on its own, honking its horn before it turned back towards Zombozo who smirked at it before giving it a "bring it on" gesture with his hand. He then reached into his sleeve and pulled out a red bullfighters cape before the car zoomed in and hit the car before it burst into confetti with a poof, causing the crowd to laugh at the trick.

"If you love clowns, then this is the place to be! You're gonna die laughing!" Zombozo announced as the shadows behind him faded and revealed some sort of generator that glowed with blue lights that glowed harder as the crowd laughed. "That's a Zombozo guarantee."

The twins stood up kind of feared.

"I think I have to use the restroom," Jen said, her eye twitching.

"And I'm gonna go get some popcorn," Ben said before he turned to his sister. "Let's get out of here."

"Run!" Ben said as they both ran out of the tent as if their lives depended on it.

"What's wrong with the twins?" Max asked.

"You're asking me?" Gwen asked. "I stopped trying to figure them out a long time ago."

"I was never very good at math," Zombozo said. "But I believe I have your undivided attention! Now how about some volunteers!"

The crowd continued laughing hard as the camera seemed to focus on Gwen and zoomed into her eye to reveal the freakish clown in front of her.

"Aah, super alive... for now."

* * *

The twins ran out of the circus and gasped for breath as they looked to each other with a nervous look.

"There's nothing funny about clowns!" Ben shouted as Jen nodded in agreement.

"And I thought Heath Ledger's Joker was scary," Jen stated.

They then heard a crashing sound like glass shattering. They then looked to each other and ducked behind a car to investigate.

Much to their surprise, they saw Thumbskull, Frightwig and Acid Breath looking to each other in front of a jewelry store window, which they obviously shattered.

"Whoa! The freaks are felons!" Ben shouted in a whisper.

"They're not just incredibly creepy, they're downright evil!" Jen stated.

The freaks walked toward the stores and set out to stealing as the twins could only watch.

Thumbskull walked into the store whose window he shattered and gathered all of the jewels in his hands.

Acid Breath walked to a car and used his breath to melt the roof off the top and then he pulled the radio out of its socket.

Frightwig then walked in front of the bank's ATM and stabbed her powerful hair tendrils into the wall and pulled the ATM out of it, sending cash flying everywhere as she laughed maniacally. "It's pay day!"

The twins looked to each other and activated their Omnitrixes.

"Time to play fetch," Ben said, dialing his Omnitrix.

"Really? I was thinking we play a game of cat and mouse," Jen joked as they both slammed the cores down.

Thumbskull walked, carrying two televisions in his arms, but they gasped when Wildmutt and Wildcat landed on top of the car and snarled at him, Wildmutt slobbering as he growled at the freak.

"Good doggie! Nice boy!" Thumbskull said, backing up.

Wildmutt then snarled and pounced the strongest freak of the bunch and his feline sister ran towards the other two.

Wildcat pounced onto Acid Breath and scratched at his face before bouncing off of him.

Frightwig tried to retaliate by wrapping her hair around her, but to no avail as Wildcat was just too strong and forced him away.

Wildmutt then bounced on top of the getaway car and tore the roof open, letting the cash and valuables loose as he topped it over.

"Hey, that's our stuff!" Thumbskull shouted.

"No pets are going to steal our loot," Acid Breath said. "Get them!" He then breathed out towards them before they leaped out of the way and his breath melted what was left of the getaway car.

The pair landed between the freaks and Wildcat swept Frightwig off of her feet with a glare before she looked back at the two animal-like aliens before her, snarling wildly.

"Don't just stand there like a sore thumb," Acid Breath told Thumbskull. "Get the boss!"

Thumbskull nodded and ran off as his partner ran to engage the twins.

* * *

Back at the circus, Zombozo was looking absolutely drunk at the laughter that he was feeding off from the crowd with an absolutely maniacal laugh.

"Laughter really is the best medicine!" he shouted. "For me!"

Thumbskull then walked in as the crowd continued laughing.

"Uh, boss," Thumbskull said. "Excuse me."

Zombozo got an angry look at the fact that his show had been interrupted.

"How many times have I told you not to bother me while I'm eating!?"

"We, uh, ran into a bit of trouble."

Zombozo glared at that statement.

* * *

Wildmutt and Wildcat had the other two circus freaks pinned down as they snarled at them, Wildmutt drooling on Thumbskull as they glared.

Suddenly, a hat appeared out of nowhere and Zombozo appeared in a flash of confetti with Thumbskull behind him.

"I hear you two are full of tricks," Zombozo said. "Let's see if you know how to play dead."

He then kicked Wildmutt in the face hard and threw Wildcat away towards him as they both crashed into the radio tower. They then whimpered as they backed behind the tower supports.

"These aren't mad dogs. They're scaredy cats!" Zombozo boasted.

His minions then looked confused at that notion since one of them was a dog and the other was a cat.

"Bring the curtain down on these side shows!"

Acid Breath breathed out and melted one leg of the tower while Frightwig wrapped her hair tendrils around another leg and started to pull the tower down and Thumbskull used his brute strength to break the third leg.

"It's over, fido," Acid Breath said.

The tower started to cave in on them as they looked up in shock and the tower fell right on them.

Thumbskull picked up a piece of rubble and nodded. "Doggone. I don't think they could've done that."

"Come on!" Zombozo said. "We've got bigger laughs to get!"

He then vanished in a puff of smoke and confetti before his minions ran off back to the circus.

The Omnitrixes started the countdown before a flash of red and purple light flashed out from the rubble and a field of pink energy burst out, pushing the rubble away as Jen stood there with her hands glowing pink before the glow faded and they looked to see the circus freaks running away.

"Phew," Jen sighed as she felt her head. "I think we need to find our family."

"Agreed," Ben said.

* * *

The circus had ended about an hour earlier and everybody had left. Strangely, the circus and all of its stands had suddenly vanished. There were discarded popcorn boxes, soda cups, and cotton candy sticks all over the floor. Candy wrappers flew through the breeze. Everyone was walking slowly and laughing weakly, including Max who was sitting on one of the bleachers.

The twins ran over to their seemingly oblivious grandfather.

"Grandpa!" Jen said as she shook him as he continued to chuckle.

"Granpda, are you in there?" Ben asked as Max looked to them.

"Oh, Ben, Jen," Max said. "Where'd you two go?"

"Where'd we go? Where'd the circus go?" Jen asked.

"Oh, I'm not so sure?" Max said as he looked to his side. "I remember Gwen and I were laughing. *chuckle* It was so funny." He then briefly dozed off.

"Grandpa," Ben said, putting a hand on his shoulder. "Are you okay?"

"I just *chuckle* feel kind of glum. That's all." He then started chuckling again.

"Then why are you smiling?" Jen asked as she approached him. "That's it. Time to do things my way."

"How do you plan to do that?"

"I've been practicing with my powers non-stop since the Rojo incident, Ben. One of them is telepathy," Jen said as she put her hands on her grandfather's shoulders and looked into his eyes as her's started glowing pink and his followed suit as she read his mind and what had happened. "All I'm getting is a black void filled with laughter. There's barely any energy in there at all." She then broke the connection and looked back as she put a hand to her head.

"Wait," Ben realized. "Where's Gwen?!"

* * *

Zombozo and the circus freaks were driving a getaway truck away from the area and he smiled as he looked to Thumbskull who was driving the truck with him in the front seat.

"Did you grab me a snack for the road?" he asked.

Thumbskull smiled as he pulled the curtain away in the back and saw that they grabbed a few still-laughing hostages... and Gwen was among them!

Zombozo smiled as he put his eyes back on the road ahead.

* * *

Little did he know, the Rust Bucket was hot on his trail as Ben, Jen and Max followed him.

"Zombozo must have zonked out the entire town during the show while his freaks robbed everyone blind," Ben said.

"I don't think it's that simple," Jen said. "Max was at the show the entire time and he doesn't appear to have any kind of energy left. At least none that I was able to pick up."

"But why kidnap Gwen?" Ben asked.

"I... I don't know," Max said, sounding exhausted as he drove the RV ahead. "But don't worry, you two. We'll catch that clown."

"Yeah," Jen chuckled nervously as she rubbed her hands together.

"Who would be afraid of a silly old clown?" Ben asked, equally as nervous.

"Ben, Jen, what's bothering you?" Max asked as the twins looked up nervously as Jen nodded.

"Ben, it's time," Jen said with a sigh. "He's family. He'll understand."

"Okay," Ben said as Jen grasped his hand. "Promise not to laugh?"

"Promise," Max said.

"*sigh* We're afraid of clowns," Jen admitted. "It was ever since our parents took us to the circus when we were 4 years old. It was so scary for us back then.

"They just freak us out. *sigh* We're such losers," Ben said.

"You're not losers. Everybody's got their own crazy fears," Max said. "When I was a boy, I was afraid of heights. But I decided enough was enough and I climbed to the top of the water tower. Sometimes, you just got to... scare... the fear... out of you."

His vision suddenly blurred and he lost consciousness at the wheel.

"Grandpa!" the twins shouted as Ben unbuckled his seatbelt and grabbed the steering wheel as the Rust Bucket started going off the road and he turned to his sister.

"Jen, you've got to use your telekinesis on the Rust Bucket,"

"What?!" Jen shouted. "But I've only had these powers for about a week. I've never done anything that big before!"

"Jen, do it now!" Ben shouted as he adjusted the wheel. "I'm too young to drive! Whoa!"

The Rust Bucket was sent flying off the road at a barrier they crashed through and was sent flying into the unmarked road behind it.

Jen gasped as she clutched her eyes closed and raised her hands up as they started glowing pink and a pink energy field surrounded the Rust Bucket and briefly stabilized it as Ben tried steering it to avoid the trees with Jen trying to help him as they saw a clearing with no road.

"We're going to crash!" Jen shouted. "I don't know if I can hold it much longer!"

"I need an anchor fast," Ben said as he looked to the switches and flipped one, unrolling the awning as Jen's nose started to bleed from using so much energy as Ben looked at the awning. "Come on, come on."

Unfortunately, the Rust Bucket was going so fast that it broke the awning right off when it hit a tree.

"This is not good," Jen said.

"Hold on!" Ben said as he gave a sharp turn and slammed on the brakes as Jen suddenly lost her footing and lost her focus as the field of energy disappeared and the Rust Bucket finally came to a stop as Jen was sent sliding into the front as she smiled to her brother.

"Promise me that you'll never give me a ride anywhere when you get your license," Jen said.

"I promise," Ben said as he looked to his grandpa. "Grandpa, are you okay?"

"So... sad," Max said weakly. "So very very sad."

"Grandpa, what happened inside the big top?" Jen asked. "After we left?"

Max flashed back as he remembered what happened.

* * *

 _*Flashback*_

 _The crowd was laughing hardly inside the Big Top as they watched the show. Suddenly, blue ghost like creatures started floating out of their bodies and they went flying into the generator from earlier that Zombozo was hooked up to._

 _"I love the sound of laughter," Zombozo said. "It feeds my soul."_

* * *

 _*End flashback*_

"Ben, Jen," Max said. "I think Zombozo robs people of more than just their possessions. I think he steals people's happiness. Until there's nothing left."

Ben gasped as he came to a realization. "And he's got Gwen!"

"We've got to stop him! I can't afford to lose another cousin!" Jen said.

* * *

The Rust Bucket had arrived at the abandoned fairgrounds and the twins sneaked behind the large crates as Jen gestured to her brother that she was keeping watch.

She looked and saw Thumbskull, Frightwig and Acid Breath carrying some crates as she nodded.

"I think that those crates carry the stuff they robbed," Jen said.

"Let's go," Ben said as they turned around and were face-to-face with a giant poster of Zombozo, which caused them to gasp and back into the crates, which fell over, catching the attention of the Circus Freaks.

Frightwig giggled as they looked to see the twins brace themselves for battle.

"Looks like we got some guys who want to see the show without buying a ticket," she said as she pulled off Acid Breath's mask and he let loose a cloud of toxic breath.

The twins ducked as they tried dialing their Omnitrixes which was still recharging.

"You never make this easy, do ya?" Ben asked as Jen smiled and cracked her joints.

"Let's do this," she said as her eyes flashed pink.

Thumbskull came charging up to the crate and smashed it before Frightwig danced and used her powerful hair to whip the crate several times more and Acid Breath used his powerful breath on it, completely destroyed.

But when the smoke cleared from Acid Breath's attack, they saw no debris or any remnants of the twins whatsoever.

They then saw a sudden flash of green light and the crates behind them revealed Upgrade had merged with a baseball launcher and used his spider-like legs to walk towards them as they braced themselves for an attack.

Thumbskull then felt a blast of energy coming from behind him as he saw Jen laying down on her hoverboard toying with him as she winked to him.

"We're not afraid of you anymore," Jen said.

"I don't know what you are, but I'm gonna tear you apart!"

 _"You wanna play hardball? Game on!"_ Upgrade shouted as Thumbskull charged him. He then fired several baseballs from the cockpit that battered Thumbskull right in the face and knocked him unconscious.

Frightwig glared as she deflected the baseballs Upgrade shot at her.

"That all you got?!" she shouted as she saw a flash of pink light behind her and saw Four Arms hit her and she glared.

"We're just warming up, lady," she said as she cracked her knuckles.

Frightwig glared as they exchanged blows as she whipped Four Arms in the face with her hair as she glared and rubbed the spot where she whipped before she tried again and Four Arms grabbed her hair with her upper arms and yanked her in delivering a strong headbutt to her which left her dazed before she threw her up into the air and put her upper arms together before shooting out a pink energy blast at her that knocked her back into some more crates, defeating her.

Acid Breath glared as he spat his acid saliva at them and Four Arms and Upgrade ran for it as he melted the crates they were using as cover.

 _"Didn't your mom ever tell you that it's not okay to spit?"_ Upgrade asked.

"Who do you think taught me in the first place?" Acid Breath asked as he inhaled again.

"Now!" Four Arms shouted as Upgrade shot a baseball into his mouth, breaking some teeth before they fired an onslaught of baseballs and energy balls at him, knocking him unconscious.

 _"Strike three!"_ Upgrade shouted as he de-merged with the baseball launcher and the twins walked up to the tent as they gulped.

"We can do this," Four Arms said. "It's just a guy with a red rubber nose and big shoes. Nothing Four Arms and Upgrade can't handle."

Then, the Omnitrixes timed out, much to the twins dismay as Jen glared at her Omnitrix.

"Whose side are you on anyway?!"

The two looked around, always vigilant for Zombozo and Ben walked and saw a mirror and was shocked as he stepped back and came to the realization.

"Oh great. Now you're afraid of your own reflection."

"Let's go," Jen said as they walked into the house of mirrors.

"You know he's leading us into a trap, right?" Ben asked.

"Counting on it," Jen said as they wandered inside.

The evil clown detected their presence approaching and smiled his wicked and ugly smile to himself as she glared.

"Hiya, kiddos! Something tells me you'd be a barrel full of laughs!"

The twins glared as they just kept walking before Jen walked into a mirror before she recovered and rubbed her nose. She then noticed her and her brother's reflections turned back towards her with a clown face before it morphed into a replica of Zombozo and Jen glared.

"Hey there, Serious Twins! How about a smile!?"

They backed up against each other at the ready as the mirrors morphed into darkened versions of Zombozo and they all reached towards them as they ran across the hall, not letting him get to them.

"What's your stories, morning glories?! Were those your pets who gave my freaks such frowns?"

They ignored him as a jack-in-the-box style Zombozo head popped up in front of them.

"What about that blob outside or that four-armed freak?"

They turned around and tried to run the other way, but another head popped up.

"Do they work for you or-" a third head popped up from the floor they were standing on, sending the poor twins flying. "Are you some kind of freaks?"

"We're not freaks!" Ben shouted.

Then, a fiery image of the insane clown's head smiled at them as they glared at him and suddenly landed on two trapeze swings, flying through a giant Zombozo head before the ropes on the swings broke and they went falling down into the darkness before landing on a spider's web. They struggled to break free and Jen started breathing heavily to herself as she closed her eyes.

"It's not real. It's not real. It's all in my mind," Jen said.

A spider with Zombozo's head started descending the web towards them as they struggled. "Come on, kids! You've got to loosen up. Laugh a little." He then brushed their faces with his front legs as they sneered. "It's what keeps me going."

"We're not afraid of you anymore," Ben shouted.

"We'll see about that," Zombozo said as he sliced them off the web, sending them falling into the dark void again.

"Okay, this has gone on long enough," Jen said as she focused and her eyes glowed pink as she summoned a pink force field around her and her brother as the gravity sent them down into a circus ring as Jen popped the forcefield as her and her brother took a fighting stance as their foe approached them with a grin as they glared.

Ben noticed several spheres on his arms contained the souls and happiness of the patrons of the circus. The twins then gasped as they realized that the only soul in his head was Gwen's, looking really shriveled and wrinkled in a void full of fire while still laughing uncontrollably.

"You're not afraid of old Zombozo, are you?"

"We already said we weren't afraid anymore, Pennywise!" Jen shouted.

"What do you want?" Ben asked.

Zombozo smiled and snapped his fingers. As if on cue, a spotlight came on and showed the generator from earlier fully charged. The plug from it suddenly levitated and plugged itself into Zombozo's back right on the nose of the clown symbol on his jacket. He then started floating in the air and started laughing maniacally. "Only what every clown with floppy shoes wants: to make people laugh! Then drain their positive energy like a sponge at a pool party! Is that so wrong?"

"Pretty much!" Jen glared.

"Is that the machine you used to suck the happiness out of your audience?" Ben asked.

"I call it the Cyclown! Clever, eh? Soon, I'll be taking my act to the big cities. Millions of people laughing for me. Feeding me. Making me stronger!"

Jen spat at him. "You not gonna get away with this. Your kind never does!"

"We want our cousin back!" Ben shouted.

"Cousin?" Zombozo asked. "*gasp* Didn't you hear? She ran away with the circus!"

Zombozo gestured to his right as a spotlight shone down on Gwen, laying unconscious and looking absolutely wrecked as she chuckled weakly.

The twins glared as a bright pink aura surrounded Jen as she started levitating in the air, letting the energy flow freely through her veins and Ben activated the Omnitrix.

"You're funny, we'll give you that," Ben said.

"But we're gonna get the last laugh!" Jen shouted as Ben slammed down the Omnitrix core.

Ben's skeleton vanished and he started levitating in the air as his entire body reformed into a ghost like image as his fingers turned into claws and his legs turned into a ghostly tail and he gained one singular purple eye that traveled along the stitch-like markings in his skin where the Omnitrix symbol rested on his chest.

Zombozo stood as the two superpowered twins stood in front of him, clearly pissed off. "Nice try, kids. But I sell the tricks. I don't buy them."

"I just figured out there's something we're even more afraid of than you," Ghostfreak said as he socked him in the face and Jen gave him an energy-charged roundhouse kick, wrapping him up in the Cyclown's cord as he glared at the superpowered twins.

"Losing our family to some goofball emotional vampire!" Jen shouted as Ghostfreak vanished. "In other words..." she then gave him an energy-charged punch to the clown nose, sending him to the ground.

"...you're going down, clown!" Ghostfreak finished.

Zombozo looked nervously around as he couldn't find the twins anywhere and they clearly wanted his head.

Jen levitated by him as she detected his energy with a smile. "You may do the honors, brother."

"Thank you, sister," Ghostfreak said as he whacked the evil clown in the face with a wooden board, sending him sprawling into the Cyclown, causing it to overload and implode, sending all the happiness back to where it belonged. The blue souls went out of the building and searched for their rightful owners, finding them and restoring their happiness all over the city. Nay, all over the country.

Gwen's soul returned to her as Jen powered down and went by her to make sure she was alright, petting her head as Ghostfreak glared at Zombozo.

"I'm warning you to back off!" Zombozo said, though he clearly knew he lost.

"You want to see something really scary?" Ghostfreak said as he gestured to Jen who closed her eyes and grit her teeth nervously as he opened his skin and showed his true form to Zombozo, revealing several black and white striped tentacles growing out of his stomach.

Zombozo screamed in terror as he disconnected from the destroyed machine and backed away nervously as the twins smirked at him as Jen smiled.

"Oh come on now," Ghostfreak said. "Don't tell me you're afraid of old Ghostfreak?"

"Please! No more!" Zombozo begged as Jen then walked in front of him and smirked wickedly to herself as she leaned in close to his face.

She then took a breath before leaning in close to his face with a very subtle "...Boo."

Zombozo screamed before exploding outwards in a puff of confetti as the twins winced a little.

"Okay, that kind of freaked even me out," Ghostfreak said as the Omnitrix timed out and the twins walked over to their cousin with a smile.

"Wha?" Gwen asked as she saw her cousins. "Oh, guys. Hey, where's that popcorn?"

* * *

The Rust Bucket left the fairgrounds as the police arrived and took the Circus Freaks into custody as the twins looked to their grandfather.

"You feeling okay, grandpa?" Jen asked as Max smiled to them.

"Happy as a lark," Max said. "Pretty clever, you two scaring away your fear like that."

"Boo!" Gwen popped up, wearing a clown mask, trying to scare them.

"Oh, hey Gwen," Jen smiled, not even flinching from that.

"Trying on a new makeup? That's a good look for you," Ben said.

"Aw, you two are no fun anymore!" Gwen complained as she threw the mask down and the twins smiled to each other.


	10. Lucky Girl and the Scarlet Warrior

In another dimension far from Earth Prime, there was a glorious kingdom known as Cinnibar. Cinnibar was a kingdom that served as a haven for all warriors from across the multiverse. It was a technologically advanced city that served as the Disneyverse's prime capital of technology.

The capital of this kingdom was Cinnibar City, the epicenter of technology where some of the most fearsome and ruthless warriors from across the multiverse lived and trained. All of these warriors had one thing in common... membership to the Scarlet Army.

The Scarlet Army was one of four factions of a secret underground alliance known only as the Alliance of Heroes. What made this alliance interesting was that it technically didn't exist. They were covert and secretive and the missions they go on are only known to themselves.

In Cinnibar Castle located in the kingdom's capital Cinnibar City rested the queen, Scarlett Katherine Felchenerow, aka the Scarlet Warrior. She was meditating in her training room as she focused her magic running through her veins as she breathed in and out as she sighed.

"Lucy, give me the rundown of the whereabouts of the team?" Scarlett asked the castle's A.I.

 _"Cole McGrath and Elsa are on a mission in New Marais, Ryu Hayabusa is on an espionage mission in Outworld helping out Scorpion, and the rest are recuperating in here awaiting your orders,"_ Lucy said.

"Boring," Scarlett said as she stood up as she went to her seat by her supercomputer and sighed. "Give me the rundown on Jennifer Tennyson's training?"

 _"Her powers are starting to manifest themselves. She's growing stronger every day. Since she discovered them, she's been practicing more and more trying to get control of them,"_ Lucy said.

"The Master Anodite has charged me, Cobalt, Emerald and Violet with protecting each and every one of the components that will lead to her return. Jen Tennyson Prime is my charge because she's the component that represents her powers."

 _"Today, she and her family are visiting a museum known for collecting rare magical artifacts. Legend has it that some of them might belong to the Royal Family of Cinnibar,"_ Lucy said. _"There's a powerful magician who's visiting it in pursuit of the Charms of Bezel."_

"Well, I know what I'm doing today," Scarlett said as she reached up, summoned her Keyblade and opened a portal with a sigh. "Wish me luck. It's time that we finally meet face to face."

* * *

The gang was checking out a museum that collected artifacts from history. Ben was looking through a shaman's mask on a stand before he smirked and walked to the rest of his family as they were checking out an exhibit that was being described by the museum tour guide.

"...and behind this impenetrable glass is the recently discovered and only known existing copy of the Archamada Book of Spells."

Little did they know that the tour was also being attended by a familiar young woman with blonde hair and blue eyes as she nodded her head in interest as Gwen started talking along with the tour guide on the book.

"It contains ancient witchcraft and rituals from the late 1600's."

The tour guide then noticed Gwen doing her job and following her hand gestures. "Maybe _you_ should work here, dear," she said as she walked away.

"Don't let mummy face get to you," Ben said, nudging his cousin. "She's probably older than that spellbook."

Jen then spat out her tongue and made a funny face as her brother and cousin laughed.

Suddenly, there was a tremor that resonated through the museum as the woman gasped and ducked behind a pillar for cover. Everyone started levitating in the air, including the Tennysons before they finally hit the ceiling.

"Okay, something tells me this isn't on the tour."

On the ground, a red mist suddenly came out from a blue gem that resonated into a man who stood in front of the spellbook. He had grey skin with black tattoos on his shoulders. His attire is like that of a tribal or a nomad. He wears a red and black dress and hood, and black pants that are torn beyond his knees. He wears what appears to be some talismans under his neck. He also has long black socks that didn't cover his heels or toes. His face is painted white and black to resemble a skull. He has black fingernails and toenails. He also held a magic staff. This magician was named Hex.

"The Archamada Book of Spells. All of it's power will soon be mine!"

One of the talismans in his necklace started glowing orange and he said an incantation that caused an explosion that destroyed the glass and he levitated the spellbook into his hands.

"Impenetrable glass my-" Jen said as she shook her head before she and her brother dialed their Omnitrixes.

"Now might be a good time to go-" Ben began before Hex noticed them and used his staff to dispel his levitation enchantment, sending them all to the ground. "-hero!" Ben shouted as they all came crashing to the ground.

Suddenly, a gust of wind came from seemingly nowhere and blew an ancient shaman from under them as Ben slammed his Omnitrix and became XLR8 and quickly tied the two end ropes to two stands, catching all of the patrons safely as Jen used her telekinesis on herself to catch herself before she sighed.

"Where did that wind come from?"

Suddenly, from out of the pillar stepped the woman we all know as the Scarlet Warrior as she sighed unhappily.

"You know, the last time I met a sorcerer in pursuit of a spellbook, we ended up disagreeing."

"Who is she?" Jen asked. "She seems so familiar."

"Everybody out!" XLR8 shouted as the patrons all left the building with the exceptions of his family.

"Ben, be careful. We don't know what we're dealing with here."

"It seems that this woman does and she's on our side," Jen said as she dialed her own Omnitrix and slammed down the core in a bright pink flash.

The watch sank into her wrist as her skin spread a light pink color from the wrist up as she closed her eyes and two antenna grew out of her head. Her clothes morphed into a pink one-piece outfit with the Omnitrix symbol on her belt and two large deep pink butterfly wings with purple and red tones grew from her back and she flapped them rapidly as the transformation ended and she glared at the sorcerer as she started hovering in the air.

"Hey, skull face! If you want a book, the library's right down the street!"

Hex glared as another one of the talismans on his necklace lit up and he chanted another spell. "Berdi Moro Nata!" A blast of fire escaped from his staff and struck the banner above, instantly igniting it and sending a wave of flame straight for the three of them. Scarlett then crossed her arms and generated a red forcefield around herself to protect herself while XLR8 ran vertically up the wall and jumped off of it and Battlefly flew upwards.

Hex thrust his staff again, sending out a flurry of red crystals at Battlefly as she flew around to avoid them and the crystals exploded once they hit the wall.

Scarlett dispelled the forcefield and ran towards the magician with her sword drawn as she shouted out a battle cry. Unfortunately, he sent out a flash of light from his staff that temporarily blinded her and caused her to lose her footing, crashing into some artifacts as XLR8 ran towards her and helped her up.

"Thanks," she said as she smiled at him. "My name is Scarlett. It's okay to tell me who you are. I'm not exactly from this dimension."

"I'm Ben," he said, slightly shocked as Battlefly ran towards them.

"This guy's tough," she said as she flew towards her.

Suddenly, Hex was hit by two garbage cans that Scarlett caught with her telekinesis and set on the ground once they bounced off her.

"How are you doing that?" Battlefly asked.

"Magic," Scarlett said simply.

Hex turned around angrily as he saw Max and Gwen looking at them angrily.

"I guess we got his attention," Gwen said.

Hex growled at them, furious.

"I kinda wish we hadn't," Max deadpanned.

Hex widened his eyes as he used his telekinesis and sent the pair of them flying backwards and into the wall. Unfortunately for him, while he was distracted, XLR8 ran around him rapidly and punched him without giving him time to react. He then stopped and slid backwards as Battlefly moved her arms slowly and trapped him in a tornado.

Scarlett then saw her opportunity as her eyes started glowing white and she thrust her hands forward, letting loose a magic energy blast that struck him in the chest. Once it struck him, one of the talismans was sent flying off of his necklace and was sent clattering on the floor as Scarlett smiled and blew the smoke from her hand, proud of her work.

Hex was left unconscious in a smoking crater as XLR8 lifted his visor and smiled. He then walked over to the talisman and picked it up with his claw and Battlefly walked over and put a hand on his shoulder.

"Nice job, you three," he said.

"Just doing what we do best," XLR8 said.

"Keeping it low-key," his sister smiled proudly.

Scarlett then smiled as she put her hands together and gave out a chant as she thrust her hands upwards and all the damage done to the museum was instantly undone as she smiled and turned to the others.

"Wish I could stay, but I've got something important that I need to do," she said.

"But wait, will we ever see you again?" Battlefly asked.

"I'm going to make sure of it," she said as she reached into her pouch and produced a badge that bore the red dragon-black tiger tattoo on her bicep and placed it in Battlefly's hands. "This can allow you to contact me at any time. If I'm not available I can send one of my soldiers from various dimensions to help you. This I promise you. And when I promise something, I never break that promise. Ever."

Battlefly nodded with a smile. "But just who are you?"

"The less you know, Jen Tennyson... the better," Scarlett said as she conjured a portal using her Keyblade and Ben vanished into it before it closed behind her.

"She's strange," XLR8 said. "I like that."

* * *

The cameras flashed as Battlefly and XLR8 smiled and waved at the cameras as Battlefly blew kisses to the paparazzi and XLR8 flexed.

"Who are your heroes?" Battlefly asked.

"We are!" XLR8 said as they continued to applaud as the unconscious Hex was loaded on a stretcher into an ambulance.

Gwen scoffed and looked away as the ambulance pulled away from them.

* * *

The Rust Bucket pulled away from the city as Ben and Jen smiled at their collection that they had amassed over the summer. The photos they had collected from Sparksville, the photo of the Kraken, Dr. Animo's transmodulator and Rojo's cannon among them.

"All I'm saying is that you two didn't take down that weirdo sorcerer all by yourselves today," Gwen said. "I helped save you two. And that super cool warrior sorceress was there too. If it weren't for her, you two would be doomed. I help you two constantly, but does anybody notice me?! No!"

"Hey," Jen said as she dropped the talisman into the box. "Being a hero isn't all about getting attention."

"What happened to you two being all 'Who are your heroes!?" she asked as she slumped in her seat.

"I noticed you, Gwen," Max complimented.

"We're related, so that doesn't count," Gwen said.

"No offense, Gwen, but you threw a trash can at the guy," Ben said. "That doesn't exactly make you a hero. Unlike us."

"Hello, wake up! The only reason you two are big heroes is because of those watches and your powers, Jen. If I found one of them instead of you or had your powers, I'd be the one getting all the attention and all the cool souvenirs." She then looked out the window disappointingly.

"...You're right," Ben said as he fished the talisman out of the box and handed it to his cousin. "Here, take it."

"Really?" Gwen asked.

"Yeah, we got tons of other stuff," Jen sighed.

Gwen took the talisman and smiled.

"Gwen," Max said from the front seat. "Don't you have something you want to say to your cousins?"

"You know this doesn't change the fact that you two are just plain lucky, but thanks."

"Your welcome," the twins stated as their cousin smiled.

* * *

The ambulance that carried Hex rolled through the highway as the doctor checked his vital signs.

Suddenly, one of his talismans lit up and his eyes shot open. "My destiny shall be fulfilled."

The back doors of the ambulance blasted open and it screeched to a halt as the driver looked to see the patient levitating away in a cross-legged position.

* * *

Later at a restaurant, the family were sitting at a four-seated table as Jen sipped her Pepsi cola. By this time, Gwen had fashioned the talisman into a necklace. They looked and there was only one crawfish left on the plate.

"I've been counting," she noted to the twins. "You've each had six crawfish to my five."

As she said this, the talisman started glowing as it did before.

"Well, I guess that it's time to make it an even seven," Jen said as she picked up her fork before Gwen slapped it away.

"I don't think so."

Suddenly, the fork went sprawling before the tong-side landed on a waitress' foot.

"Youch!" the waitress shouted as she went to grasp her foot, dropping her plate with a glass of water, which was sent flying up into the lampshade hanging from the ceiling and spun on it before going flying into the kitchen, where it landed on the chef, surprising him and sending him backing up into a cart with a bowl full of live crawfish, which backed away into the dining hall. When it finally came to a stop, the bowl was sent flying into the air where it landed on a very shocked Ben.

Jen looked down in shame while Gwen munched on the last cooked crawfish.

"Okay, now I'm full," Gwen said, satisfied.

"But they're not," Jen noted as one of the crawfish slithered down her pants. "Eek!" she gasped as she went sprawling down, causing her family to laugh at her misfortune as Gwen looked down at the talisman, which stopped glowing, giving her a suspicious look.

* * *

Back at the witchcraft museum, Hex trashed the place once again, looking for the Archamada Book of Spells. When he didn't find it on display anymore, he levitated the helpless security guard's face to his own, clearly not happy.

"The Archamada Book of Spells!"

"We locked it in the vault," the security guard whimpered. He pointed to the vault, which Hex walked to, levitating the shelves out of the way as he glared.

"Lata Avidimona Lata!" he chanted as the vault suddenly dismantled itself, sending the door flying off of the hinges. He then levitated the Archamada Book of Spells to his hand before flipping it to the page he desired. "Yes. Soon my power will know no limits!"

A yellow energy flowed from the book into him. Suddenly, the incantation stopped itself before he looked down at his necklace and gasped in shock.

"One charm is missing! Of course! The battle with that speed creature and the butterfly. And that meddling sorceress."

* * *

The Tennysons walked into a festival downtown as they took in the sights and souvenirs that decorated the booths.

"You know, in all my travels, I never saw a crawfish crawl down someone's pants until today," Max chuckled before rubbing a blushing Jen's hair as she sighed in embarassment.

"Glad I could make your day, Grandpa," she said.

"By the way, thanks again for the charm, you two," Gwen said before walking over to a hot dog cart. "Two please."

"Help!" an old lady called out. "They stole my purse!"

Three thugs ran up with the woman's purse in hand as they smirked before Max got in their way, putting his hand up.

"That's far enough."

The leader of the thugs smirked as he slung the purse over his shoulder.

"Yeah, and who's going to make us? You, Pops?"

"Actually, him and his personal friend, Diamondhead," Ben said as he ducked behind the cart before he started to fiddle with his Omnitrix.

The thug pulled out a pole from his pocket as he twirled it around.

"Come on, work!" Ben said, struggling.

"Hey, that's a nice necklace you got there, little girl," the thug said, reaching for the necklace around Gwen's neck.

Max stepped in front of them as Jen's eyes started to glow pink before Max shook his head at her.

"This is not my lucky day," Ben said as the thugs approached.

Suddenly, the talisman started glowing again as Ben stepped in front of them, pushing Gwen back.

"Let me handle them!"

"Hey!" Gwen shouted as she stumbled into the juggler, who lost control of his bowling pins and fell off his unicycle. The unicycle was sent flying into one of the thugs, knocking him unconscious and the clubs fell on the leader's head, causing him to stumble back into Max's hold as he detained him. The final thug approached the twins as they glared.

Gwen then stood up and ran towards them to help, stepping on a mustard bottle, which squirted right into the vendor's face, causing him to blindly kick his cart towards the thug and knocking right into him.

As the first thug was starting to regain consciousness, the thug and cart were knocked into a wall, causing a flower pot to fall from its perch and right on top of his head, knocking him out again.

Gwen, shocked, looked down at her necklace, which stopped glowing.

"Cool."

A crowd gathered to watch the scene unfold, including an officer who was standing next to the old lady who's purse was stolen as she smiled at Gwen. "This young lady's a hero, officer."

"Who, me? Just lucky I guess," Gwen smiled as she then spied the masquerade mask stand and smirked to herself.

* * *

Early the next morning, the twins were groaning in their beds as they heard Max's loud snoring as Ben covered himself with his pillow to drown out the noise, to no avail.

"Hey, Gwen? You got a mega-sized cork on you?" Ben asked as he looked down at the second bunk as his sister gasped.

"Gwen?" Jen asked as she got down from the top bunk.

Outside the Rust Bucket, Gwen was playing basketball in a nearby court as she dribbled the ball and tossed, it, going nowhere near the hoop. But then, it bounced off the Rust Bucket before it was slung back by the antenna and landed on a nearby power line, bouncing off the frames briefly before it rolled down the line and landed squarely in the net.

"Nothing but the bottom of the net again," Gwen smirked before the talisman stopped glowing as the twins walked out, stunned.

"Okay, we are definitely not playing Horse," Ben said as Jen picked up the ball.

"Give me the ball," Gwen said, grabbing for it as Jen pulled it away from her.

"Not until you tell us how you did that."

"What can I say? I'm charmed." She then admired her necklace. "It's like every time it glows, everything just goes my way."

"Nothing like a good night's sleep," Max said, as he walked out of the Rust Bucket. "Who wants breakfast?"

The kids gulped as they knew what was coming.

Suddenly, everyone heard a crash from the nearby construction site as the scaffolding started to destabilize. The rope holding the workers up broke and the platform stumbled, causing the workers to fall before they grabbed onto the poles, hanging on for dear life.

"Time to watch a real hero at work," Jen said as she dialed her Omnitrix.

"Yeah... Me!" Gwen said as her necklace started glowing again. "I'll be right back." She then ran off to who knows where.

Jen shrugged as she activated her Omnitrix and slammed it down as she was enveloped in a pink light.

Jen's watch started surging with pink energy then covered her whole body with a pink energy surge, and she float in the air as she spun around then curled up as her body got wrapped by multiple lava-like silks until she was conceal within the lava-theme pupa then changed to orange crystal form. The pupa start cracking then a long insectoid arm with three claws, spikes on the arm and coated with orange exoskeleton smashed of the pupa then her long legs with long thin talons and finally her head, which she matured to a young woman with a light-orange exoskeleton and wore crown-like horns on her head, has C-cup breastbones, very large abdomen with light-like orb at the bottom tip and a pair of large skin-like wings and her body itself stretched into a more insect-like structure. Her clothes consisted of a one-piece pink and white bodysuit with wholes for the legs. She is now a humanoid firefly-like creature with the watch symbol on her forehead. She floated around gracefully as she open her eyes, revealing her black needle-like pupils with green sclera as she gave a elegant smile, threw a kick in the air, spun around and float gracefully as she finished her transformation.

Firefly glared at the falling structure as she sighed. "Why do the queens have to get their hands dirty?" She then flew up towards the structure.

"Over here! Somebody!" a voice shouted out as Max and Ben saw a man trapped in his truck underneath a fallen beam from the structure.

Then, from the corner, Gwen stepped out, looking completely different. She was in a black catsuit that hugged her body in all the right places with a cape tied around her waist and black gloves and boots as well as a cat-themed masquerade mask that she had picked up from the stand earlier as well as her necklace as she stepped into the light.

"Gwen?" Max asked, shocked.

"It's Lucky Girl, Grandpa," she said before running into the action. She looked around and saw a stand with a loose board with some other boards on top of it on it. Her talisman started glowing and she ran up and jumped onto the loose board, sending the boards on top flying into the crane, breaking through the windshield and putting the clutch into ignition, activating the wrecking ball which fell on top of the beam that was pinning the trapped truck down flying away and it smashed into a button, sending the structure's elevator upwards as Firefly flew forwards as she spotted the construction workers hanging from the destroyed platform and smiled to herself as she rubbed her hands together.

"Let's do th-" she was suddenly struck by the elevator rising and she was sent flying to the ground as she gave a girlish shriek.

Lucky Girl then looked upwards to see her cousin falling to the ground. "Uh-oh."

Firefly then thrust her hands forward and shouted out as she fired her heat rays at the beams that sent planks of wood hurtling towards the ground.

"Gwen- I mean Lucky Girl! Move!" Max ordered.

Lucky Girl then ran away as the wooden planks fell around her. She then ducked for cover inside a cement truck, but her hand accidentally hit the clutch, sending it into reverse and knocking the pipe chute right below the workers before it struck the resting Firefly and knocking her into the wet cement as she struggled.

"Why is Gwendolyn's fortune my misfortune!?" she whined as she struggled inside the cement.

"Slide down the chute!" Max shouted up to the workers, who let go of the platform and slid down the chute and onto the mat to safety as Firefly shook off the wet cement from her as she snarled at Lucky Girl.

"How did you pull off this amazing rescue?" a news reporter asked Lucky Girl as she smiled to the camera.

"With style, of course. Who's your hero!?" she shouted in the same style that Ben did earlier as he walked up to Firefly who shook her head.

"You heard it here first, live," the news reporter said.

"I'm thinking some very unladylike things right now, Benjamin," Firefly stated plainly.

"She's totally stealing our shtick."

* * *

Hex levitated through the town as he glared, searching for his missing charm as he pushed past all the passersby when he heard an announcement coming from the television sets in a store he passed by.

 _"...an exclusive on-the-scene interview with our city's very own:"_

 _"Lucky Girl,"_ she said, proudly.

Hex then looked down at her necklace and recognized it as his missing charm. Nothing could stop him now.

* * *

As the Rust Bucket drove down the highway, Gwen was on her laptop, researching her charm as her cousins stood by her side, annoyed.

"I cross-referenced the Archamada Book of Spells with dark magical charms and look: it's part of a set called the Charms of Bezel. This charm is Luck." She said, showing her charm up. "There are also charms for Fire, Levitation, Reincarnation."

"Whoa," Jen said, recognizing the charms from earlier.

"Those are the charms that Mr. Freak at the museum wore when XLR8 and Battlefly kicked his butt," Ben realized.

" _That's_ why he wanted the book of spells," Gwen said. "But it says that all the Charms of Bezel must be used for the spells to be at full power. Oh well. His loss was my gain."

"I'm afraid more like _was,"_ Max warned. "We need to turn that charm into the museum."

"No fair!" Ben and Gwen said at the same time before looking at each other. "Not before I-"

"-try it," Ben finished, twirling the Lucky Girl mask.

"-use it again!" Gwen finished, snatching the mask back. "The world needs someone with the power of Lucky Girl."

"News flash!" Ben said. "My sister and I are the only ones here with powers."

"Well you can make that 'two til now," Gwen shot back.

"All that stuff you did? It's not you, it's that charm."

"Well it's not you either. It's those watches."

"Jen's powers are more impressive than anything you can do with that. You're just jealous of us!"

"Am not!"

"Are too! Times ten!"

Jen sighed as she sat back on the seat. "Okay, you two aren't going to like this, but I kind of agree with Grandpa."

"What?" they both asked as Jen sighed.

"That magician needs that charm for the spells in the book to be at their strongest. He will stop at nothing, and I mean nothing, to get it from you, Gwen," Jen stated plainly. "We have to get it to the proper authorities before he gets it from you. If we don't, he can and will kill you if it means getting that charm back."

"But this allows me to be a hero. I could help you two when you're facing the bad guys."

Jen sighed before she put her hand on her cousin's shoulder, concerned. "Gwen, you really have to think these kind of things through. After what happened to your sister?"

Gwen gasped as a tear came to her eye as she hugged her cousin and Jen hugged her back.

"I'm sorry, Gwen. I know how hard it was for you when Becky disappeared. Imagine how I would feel if I lost Ben, or you. You're too important to me to risk losing over a magic trinket."

Then, they heard an announcement over the radio.

 _"And in the news of the weird, reports are coming in that the city's famed Haunted History Mansion has come alive, trapping dozens of visitors inside."_

"Grandpa," Ben said.

"On it," Grandpa said as he drove towards the mansion.

"I think we're going to need some help for this," Jen said as she took the badge from her drawer. "I'm calling Scarlett."

"Good call," Ben said, remembering how she saved them back at the museum.

* * *

Back in Cinnibar City, Scarlett was sitting at her supercomputer as she sighed as she sipped her cola and sighed before an icon came up.

 _Recall Scarlet Army?_ the icon read with a _Yes_ or _No_ button read on it.

Scarlett sighed as she contemplated pressing the _Yes_ button.

 _"Scarlett, you know that you can't do this,"_ Lucy stated as her blue holographic avatar appeared next to her and put a hand on her shoulder. _"You know just as well if not better than anybody that recalling the Scarlet Army's soldiers back to active duty comes with great risks and consequences. You have violated too many of Time Patrol's rules over time. The Violet Act clearly rules that any Scarlet Army activity is considered illegal and punishable by stripping of your power."_

"I know," Scarlett said as she shook her head. "You're right." She then looked to her side and saw several pictures of her with her agents of the Scarlet Army. There was Cole McGrath, Ryu Hayabusa, Bayonetta, Kratos, the Council of Princesses from many kingdoms in the Disneyverse, Eddie Riggs, Sora, Kairi, Ryu and many more. But one of them was more important to her than the rest combined. She picked up the photo of her in battle with her best friend and cousin on her mother's side, Sofia the First, Princess of Enchancia.

 _"I know you miss them, my Queen. But we can't risk breaking any more time laws."_

Scarlett bowed her head before pressing the _No_ button.

She then heard her badge ringing as she grabbed it and pressed the speaker button as Jen's red hologram appeared on it.

"Jen Tennyson. I didn't think you'd need me this soon. What's the situation."

"That magician we faced against wants revenge. He wants the charm that we took and he's going to kill Gwen for it. We need your help."

"I'm on my way," Scarlett said as she snapped her fingers and summoned a portal back to Ben and Jen's dimension and walked through.

* * *

The Rust Bucket drove up to the mansion and stopped in front as the door flew open as Ben and Jen started dialing their Omnitrixes when Lucky Girl ran out, wearing her outfit and zipping past them.

" _I'll_ handle this," she said.

"We're the real heroes here!" Jen said as they followed her into the mansion.

The Tennysons rushed in as the place was in absolute chaos. The tourists were screaming and running everywhere and out of the building, the chandelier and balconies were shaking back and forth, seemingly on their own, with the tourists still on them, meaning they couldn't get off. They were clearly scared.

Gwen looked in shock as the camera zoomed in on an open window that Hex suddenly appeared from out of thin air.

"I knew you couldn't resist... Lucky Girl."

Hex activated his staff and the stairwell and balconies in the foyer started shaking even more violently, causing the tourists to panic even more.

"Help us!"

"I'm afraid of heights!"

"This thing is gonna crash down!"

Lucky Girl pushed past the twins, who were dialing in their Omnitrixes as she smiled proudly. "Everyone stay calm! Lucky Girl's in the haunted house!" She then ran towards the tourists, completely oblivious to Hex standing at one of the windows.

He activated the Leviation Charm of Bezel and the telekinetic field caused the stairs to shoot out towards Ben, Jen and Max as they ran for cover. Jen surrounded her arms in an energy field and broke the stairs with one punch as they broke the wood and she ducked for cover as she stood behind Ben.

"Luck isn't everything, bro," Jen said as she dialed in her Omnitrix. "You need to have the skills to back it up.".

Ben nodded as he dialed in his own Omnitrix and the two slammed them down in a flash of green and pink light.

As Lucky Girl ran up the stairs, the balconies finally caved in and started flying around the room, the tourists still on them and screaming intensely.

Hex was in the center of it, levitating everything in the room as he glared at the charm around Lucky Girls' neck.

Lucky Girl grimaced and groaned as she held on for dear life as she held on to one of the flying floorboards. Her grip finally gave out and she was sent flying. Fortunately, the Luck Charm started glowing and she corrected herself as she fell safely onto a column. She stumbled a bit, correcting her balance.

A woman lost her grip and fell off of one of the levitating balconies, screaming all the while. Fortunately, Max ran up directly underneath her and caught her. He then avoided the leg of the column and was sent flying... into the clutches of Four Arms and Diamondhead as they groaned as they grabbed the legs to try to stabilize it.

"We've got it!" Four Arms said.

Lucky Girl then noticed the tourists still on top of the balcony and her eyes widened.

"But who's got them?"

The column Lucky Girl was on suddenly broke and was sent stumbling forward. Lucky Girl saved herself by jumping onto the chandelier hanging from above and swung back and forth before landing on the balcony and using her legs to stop her momentum.

"Everybody grab hold!"

The tourists leaped off and grabbed onto the chandelier as it swung backwards with them on it.

Four Arms and Diamondhead suddenly let go from the sudden jerk backwards and were sent flying into opposite sides of the room.

The cable holding the chandelier broke from the weight of all the people on it. Lucky Girl screamed before the Luck Charm glowed again and the cable suddenly stabilized as the tourists got off and ran out the door with their lives safely intact.

As Lucky Girl let go of the chandelier, the doors suddenly closed and her hands were suddenly enveloped in a yellow energy. She screamed as her body was suddenly lifted up towards Hex and he smirked at her. He tossed her away from him as she grabbed onto a curtain. The curtain broke off and she landed safely on the ground before running off.

"Give me my charm!"

Hex landed as the curtain covered him and he stumbled into a suit of armor due to his lack of vision, which fell on top of him.

"You should have said please!" Lucky Girl teased before running off into the hallway.

The curtain was suddenly enveloped in a yellow glow as it and the armor levitated off of an obviously furious Hex, who followed the young heroine.

* * *

Lucky Girl ran down the corridors of the mansion and she then stopped once she reached a room with many different exists.

"Which one?" she asked herself.

The Luck Charm glowed and she stumbled before she knocked over the head of a statue, which lifted back to reveal a button. She pressed it, resulting in a wall lifting up, revealing a stairwell which led to the catacombs. She then cautiously went down the stairs, hoping for an exit.

* * *

Max and the twins noticed the hallway they ran down as they nodded.

"They must have come down this way. Come on."

* * *

Hex followed her and smirked as he noticed the stairwell to the catacombs. He had that charm now.

* * *

Lucky Girl ran down the secret tunnel, scaring off some rats as she ran for safety. She ran until she couldn't anymore and had to stop to catch her breath.

Little did she know, Hex was on the other side of the wall and he heard her breathing.

He then actviated his spell. _"Eterla Morbulus!"_

On the other side of the wall, the Luck Charm glowed once again as Lucky Girl rested against a brick, which pushed forward and fell out on Hex's side of the wall.

Suddenly, his section of the catacombs lost their stability and the heavy boulders came crashing down around him as Lucky Girl stumbled back into a skeleton and she screamed as she noticed Hex protected himself with a forcefield. She ran away as Hex levitated quickly after her.

"I'm doomed!" she screamed as a portal suddenly opened right in front of her.

Scarlett suddenly rushed out and her fists lit up in fire as she shouted out and thrust her hands forward, sending out a huge flamethrower that hit Hex dead on, sending him stumbling backwards.

"Come with me if you want to live," Scarlett said to her as she nodded.

They then ran towards a dead end as Scarlett held her hand in front of her to stop her. She then rubbed her hands together as she gave out a battle cry and slammed her fist directly into the wall, causing it to shatter and she then summoned a red forcefield and crashed against it, causing the wall to cave in as the two ran through the cemetery as Hex recovered and followed them as they ran for cover behind the trees.

"Let me handle this, Gwen," Scarlett whispered to her. "I'm the only one of you guys strong enough to take on a sorcerer that powerful."

"But my Luck Charm-" Lucky Girl began and Scarlett shook her head.

"Luck is a factor in every battle, little one. But luck runs out."

Suddenly, the plants came up around them and they gasped as they were wrapped up by the plants and were lifted up into the air as Hex levitated the vines around them and broke the Luck Charm right off of her neck.

"No!" Lucky Girl shouted as Hex took the charm from her and teleported away.

Scarlett groaned as she focused and her eyes glowed white and she fired them at the vines that held her and burned them off. She then took her sword out and sliced the vines off Gwen and groaned.

Max and the Twins ran up to them as Scarlett helped Gwen up.

"Thanks, Scarlett," Lucky Girl said.

"Where is he?" Diamondhead asked.

Scarlet then looked up and saw Hex levitating in the air. He levitated the Archamada Book of Spells and the Charms of Bezel glowed around his neck and he smirked.

"Time to turn this city into an old memory! Rava Eelartas Gallametroy!"

Storms gathered in the sky directly over the city and lightning crashed down onto it. The civilians screamed as they started to be lifted up into the air along with the cars and street signs.

Diamondhead and Four Arms jumped up and slammed directly into the deranged sorcerer, causing him to lose his focus and the storms dispersed, saving the city.

Scarlett leaped down to the scene as she brought out her Keyblade and spiked shield with a glare as Gwen and Max ran down.

"Stay back!" Four Arms said. "Without that charm, you're helpless.'

On top of one of the graves, Hex levitated his staff to his hand again as he glared at the three in front of him.

"You dare challenge me!?"

"We dare alright," Diamondhead said as Scarlett glared.

"The Archamada Book of Spells must never be used by sorcerers like you."

"Gargelia Vortium!" Hex shouted as a scarlet-colored smoke escaped from his staff and was absorbed by the gargoyles, whose eyes glowed red as they advanced on the three heroes as they glared.

"Let's do this," Four Arms said as they all went into battle.

A smaller gargoyle grabbed onto Four Arms' face as he glared and tossed it to Diamondhead as she glared at him. A larger gargoyle whipped its tail at him as he glared and grabbed his tail before he bit his shoulder as he shouted out.

Diamondhead tossed her crystals at the flying gargoyle as she missed him and formed her hands into blades and started swiping at it, missing every time.

Scarlett advanced on the larger gargoyle as she held her Keyblade in her hand and lit it on fire as she blocked every one of its attacks with her shield as she shouted out in effort as she slammed her shield against its face and slammed her Keyblade against him before charging up an energy kick and slammed it against him.

While the heroes were busy, Hex went back to work and activated the storm again. Suddenly, he was hit in the leg with a rock as he groaned out in pain as he saw Gwen tossing another rock in her hand.

"Lucy only gets you so far, Grandpa," she echoed Scarlett's words before she tossed another one rock at Hex's face, knocking him unconscious as he fell off the grave.

Max picked up a discarded pole with a cinderblock on it as the flying gargoyle flew up to him.

"Going... going... gone!" he then hit the pole directly onto the gargoyle, smashing it and Diamondhead tossed a flurry at it, destroying it.

Four Arms then tossed the middle gargoyle into the grave, causing it to cave in on it. He then picked up a large sword as the gargoyle noticed him and Scarlett walked up to it as she held her broadsword in hand as she glared.

Four Arms gave a 'bring it on' gesture as the middle gargoyle ran at him and he dodged his blow before he struck him with the sword as Scarlett slammed the ground and levitated a boulder up into the air and slammed it towards the final gargoyle smashing it forward before she tossed two fireballs at it, destroying it.

Gwen knelt and picked up Hex's necklace of charms curiously as Hex recovered and noticed it missing and that his nemesis was holding it. He ran forward to stop her before he was grabbed by Four Arms who just smirked.

"Time for the magician to disappear," he said as he tossed him into a grave and Max and Scarlett covered it with the lid as she smiled. The young queen then picked up the Archamada Book of Spells with a smile as she held it under her shoulder.

"This book is coming with me where it can't harm anyone ever again."

The four then looked to Gwen who smiled at the charms. "I could fly, shoot bolts of electricity, bring trees to life... I'd be unstoppable! Or, I guess I could just be me."

She then placed the necklace on the gravestone and smashed it with a shovel, destroying the charms and sending a mystical blue mist into the skies as the others watched as the Omnitrixes timed out.

The cops uncovered Hex's grave and arrested him.

Scarlett smiled as she looked to the others with a smile. "I must be on my way. My kingdom needs me."

"Will we ever see you again, Scarlet Warrior?" Jen asked.

"Guardian angels are always with you, Jen Tennyson," Scarlett smiled as she activated the portal again, book in hand, and left the family as they walked to the Rust Bucket.

"You three make a great team," Max commented.

 _"Made,"_ Gwen reminded him. "My power's history. These two are the heroes now."

"Hey, you did the right thing, destroying those charms," Ben said, reading a comic.

"I would've done the same thing. You did good, cuz," Jen said as she looked through the window, still daydreaming about the Scarlet Warrior.

"So, Ben. Now that you and your sister are back to being the only heroes around here, could you just do me one favor?"

"What is it?" Ben asked.

"Just admit that I did a good job?" Gwen asked.

"*sigh* Gwen, you did a good job," Ben said with a smile. "Happy?"

"Definitely," Gwen said.

"Good. Because I'm never saying it again!"

"You don't have to," Gwen smirked as she held up a tape recorder and pressed play.

 _"Gwen, you did a good job,"_ Ben said over the tape.

"No!" Ben shouted.

"I am never going to get tired of that," Gwen said as the Rust Bucket drove off.

* * *

Scarlett walked through the portal and sighed as she walked to her lab as her royal steward, Colette, walked up to her.

"Colette, did anything happen while I was gone?"

"Not much. The Protectors are having a meeting tomorrow. They want you and your cousin Sofia there, my Queen."

"I'll be there."

"Other than that, everything's pretty much fine in Cinnibar."

Scarlett sat down and sighed as she put rubbed her forehead as the option to recall the Scarlet Army popped up again and she rubbed her fingers on her forehead and pondered it. She then looked to her right to see a picture of her and her grandmother, the Amazonian known as Hestia as she sighed.

 _"Never see the world for as it appears to be, little one,"_ Hestia once told her. _"Dare to see the multiverse for what it could be."_

Scarlett smirked. "I was never one for following rules anyway."

She then pressed the button and the image disappeared.

Then, a projection of tons of worlds throughout the universe popped up and pictures of several of Scarlett's old friends and soldiers appeared next to them. There were too many to count.

 _"Establishing agent connections,"_ Lucy said as she sent out a signal to all of the communicators and she smiled proudly.

The names scrolled across her screen as she smiled to herself. _Kratos, Bayonetta, Cole McGrath, Ryu Hayabusa, Avatar Korra, Dante, Virgil, Queen Elsa, Princess Anna, Caitlyn of Cinnibar, Sona, Ahri, Katarina, Mulan, Scorpion, Sub-Zero, Sora, Kairi, Riku, Aqua, Eddie Riggs._ They just didn't stop coming as Scarlett smiled. It suddenly stopped on one name in particular. _Princess Sofia._

 _"Connection established,"_ Lucy said as the call activated.

 _"Scarlett?"_ an 18-year-old Sofia asked as she smiled. _"Is that you, old friend?"_

"Indeed," Scarlett said.

 _"It's been too long. 5 years."_

"I know. Now onto why I'm calling you. I'm bringing the Scarlet Army back together. The multiverse needs the Scarlet Army. And the Alliance."

 _"You don't even need to say it," Sofia said. "The Protectors can do what they want to overturn the Violet Act."_


	11. A Small Problem

The Tennysons were visiting a water park as the kids gazed in awe and admiration of the sight of the super high waterslide known as Riptide Rapids that the park was known for as Jen clasped her hands together in happiness. They were all wearing their swimsuits for fun at the park. Ben was wearing dark blue swimming trunks, Gwen was wearing a purple and blue one-piece swimsuit and Jen was wearing a pink and red one-piece swimsuit.

"Six stories of twists and turns..." Ben said.

"Hurtling down a hundred-foot plunge..." Gwen continued.

"At speeds of over 25 miles per hour," Jen said.

"Then, splash down into a churning 300,000-gallon wavepool!" Gwen finished.

They then looked up at the sign before looking to each other.

"You've entered the Riptide Rapid Zone!" they all cheered before high-fiving each other and running in cheers and giggles.

They climbed up the slide as Jen and Gwen passed the zone with smiles before Ben was stopped by the lifeguard, whose name tag said his name was Brad, as he put his hand out in front of him.

"You're too short," Brad said.

"What are you talking about?!" Ben asked as the lifeguard pointed to the height limit sign that featured a narwhal whale. Ben was unfortunately just a few inches shorter than its nose, whereas his sister and cousin were right on the edge of it, meaning they were tall enough. **(A/N: Remember, Ben and Jen are fraternal twins, not identical twins. They have different growing rates than the other.)**

"Sorry, I heard the baby banana boats are fun for the smaller set," Gwen teased as she walked towards the slide.

"Sorry, bro. My hands are tied," Jen sighed as she took her place in lne as well.

A very annoyed Ben walked away to a wooden support pillar and hid behind it before activating his Omnitrix with a glare.

"They'll all feel small when Ripjaws shows up for a dip."

He activated the core and slammed his hand against it as usual. But for some reason, the core didn't press down. He tried several times with no results as he groaned out frustratedly.

"Come on! Work!" He whispered before finally slamming the watch against the pillar, splintering some of the wood before it sent out sparks of green electricity, before sending the DNA current through Ben's system, turning him into Grey Matter, which obviously didn't help much with the height limit rule.

"Huh?" Grey Matter asked, looking himself over. "Oh, no, no, no, no, no, no, no! Anything but being a micro-munchkin!"

Little did he know that things weren't about to get much better for him as he felt the ground shake beneath him when several kids stampeded towards the water slide, completely unaware of the mini alien in front of them that they were about to crush.

"Uh-oh!" Grey Matter then dodged and ducked to avoid the feet of the kids, grunting all the while. "Watch those flip flops!"

He then hid behind a pole and saw a man with brown hair and white glasses speaking to Brad about something that none of the kids cared about.

"In 1951 when this water park was a cornfield, recently declassified documents state that an alien spacecraft crash-landed right here," he said as Grey Matter snuck past everyone, completely unseen due to his small stature and got to Brad's shoes before grabbing a lace from each shoe in each hand.

"Time to tie up some loose ends."

"So," the man said. "If you can get someone from upper management down here so I could get some soil samples."

Brad groaned, annoyed. "Okay, hold on while I call someone who cares." He put his thumb and index finger to his ear in a position that indicated he was talking on a phone. "Ring ring ring. Guess what, no answer. Next in line!"

The man looked down and spotted Grey Matter running away from the scene towards the slide. "Did you see that?! An alien!"

Grey Matter panted as he hid behind a pole before Jen her eyebrow at the man's exclamation.

"Probably a remnant of the crash."

"Dude, you've been out in the sun way too long," Brad said.

The man ran off towards Grey Matter, pushing past Brad.

"Hey, no cuts!" he shouted before falling down due to Grey Matter tying his shoelaces together before he reached the pool as Gwen was about to go down.

"Race you to the bottom!" Grey Matter said to Gwen who noticed him. He then went down the slide as he cheered and smiled as he went down the twists and turns as he was finally tossed into the drink. "Now that rocked!" He then saw a shadow loom over him as he then shouted out before ducking under the water as Gwen landed in the drink right on top of him.

Gwen then spotted Grey Matter who peeked his head out of the water. "Grandpa's not going to like you going alien just so you could sneak on a ride."

"That's why I'm not going to tell him," Grey Matter said. "In a few minutes, I'll turn back to normal and he'll never know, will he?"

"We've gotta towel off, or, in your case, _napkin_ off," Gwen deadpanned as she got out of the pool.

Grey Matter groaned before the man from the top of the slide surfaced out of the water as he smirked before raising his hand out of the water with Grey Matter in it before he gasped in shock as he was caught.

"There you are, my little alien ticket to fame," he said as Jen splashed down from the slide.

"Whoo-hoo! Best water slide ever!" she cheered.

"Gwen! Gwen!" Grey Matter shouted in fear as Jen and Gwen perked up at that voice as Jen gasped at the man and realized he was holding her brother as Grey Matter.

"Let him go!" Jen shouted as the man rushed out of the pool with the girls following him in a chase as he stored Grey Matter in a water cooler before rushing out of the Riptide Rapids, past Max who was holding four snow cones for himself and the kids as he heard a faint screaming from him as his grandkids ran up to his side.

"Grandpa! That kid's got Grey Matter!" Gwen said as Max gasped before trashing the snow cones and joining Gwen and Jen in the chase.

"Gwen! Jen!" Grey Matter shouted as he was tossed around from the rumbling soda cans inside the cooler as the man ran away.

He spotted the others chasing him to get the cooler as he rushed into the crowd before Max stopped to catch his breath from fatigue.

"I keep forgetting I'm not as young as I used to be. Go!" he told him as Jen and Gwen ran through the crowd before spotting the man putting the cooler in the trunk of his car.

"Let me out!" Grey Matter shouted as the man closed the trunk on him and driving away before the girls could catch him.

Jen looked absolutely devastated she watched the car fade away from view as Max joined her and her cousin.

"Don't worry. We'll find him. Somehow," Max said as Jen activated her Omnitrix.

"I can track his Omnitrix signal with this," she said as she faced Max. "To the Rust Bucket!"

* * *

A security camera on the man's house spotted him driving up to the garage before parking and walking into the house to see a bunch of alarm beams shining through the hallway.

"Security system, off," he commanded as the beams turned off and he walked through the hallway, cooler in hand. His wet flip flops left markings on the linoleum floor that some cleaning bots easily wiped off.

He entered his kitchen and placed the cooler on the counter.

"Lights on," he commanded as the lights turned on. "Prepare dinner." The microwave turned on at that command as a white cat leaped onto the counter.

The cat smelled Grey Matter in the cooler and mewled as he played with the cooler before the man grabbed it.

"No no," he said. "This one is all mine."

* * *

The Rust Bucket drove through the streets as Jen's Omnitrix locked onto Ben's signal as she instructed Max on where to go to find him.

"Okay, so if he's Grey matter now, he'll just turn back into Ben and go Four Arms or something and escape," Gwen suggested.

"But if you said Ben went alien when he did, he should have turned back before he was taken," Max said.

"Which means, maybe something's wrong with his Omnitrix," Jen said before she activated her's. "I don't think it's a good idea for me to go alien right now. Our watches are connected after all. Maybe whatever's wrong with his Omnitrix is also wrong with mine?"

"At least as Grey Matter, he's smart," Gwen said.

* * *

Grey Matter faceplanted into the side of a glass beaker as the man examined him.

"Incredible. Truly incredible," he said. "A perfect miniature alien being."

"Who are you calling miniature," Grey Matter challenged.

"So, which galaxy are you from?"

"Actually, I don't know myself. And even if I did, I wouldn't tell you."

"Oh, feisty little life form, aren't you?"

"You want to see feisty? Just wait till I get big."

The two stared for a moment as Grey Matter glared.

"Take a picture. It'll last longer."

"My thoughts exactly," the man said before grabbing his phone and taking a picture of Grey Matter.

* * *

Meanwhile in a castle of some kind, a man dressed up as a knight with a cowl, armor and an elaborate golden mask was sitting at his laptop talking to the man over video chat. His name was Enoch.

"Mr. Howell," he said. "We've more than had enough of your fuzzy claims and blurry photos of supposed alien spaceships. I'm not someone you'd want to annoy."

"I-I know that," Howell stuttered. "But this one's different. I promise you." He then showed the knight the photo he took. "You see, he's only about six inches in size and converses fluently in English. Perhaps the O rganization will consider?"

"I'm sending a car. You'd better not be wasting our time or our resources."

* * *

"Great," Grey Matter said. "A thousand people at the water park and the UFO freak spots me."

Howell's cat walked up, curious at the tiny alien in the beaker on the shelf.

"Wait," he said. "This could work. Here, kitty, kitty," he said as he knocked himself against the beaker to try to knock it off the shelf. "I taste just like chicken."

The cat, intrigued, leaped up onto the shelf and swatted the beaker away, breaking it open when it fell to the floor, releasing Grey Matter.

"I'm free!" he shouted. Unfortunately, Howell's vacuum bots detected the broken glass on the floor and trailed over to Grey Matter to sweep it up. "Uh-oh. I'm free."

He tried backing up to avoid them, but the cat was waiting for him there. Thinking quickly, he hopped over the bots and started running for the door with the vaccums chasing him.

As he ran out, Howell stepped out of his office and into the hallway.

"Howell Wainwright: alien discoverer! Let the fame and fortune begin!" He stepped into the other room to discover Grey Matter had escaped. "No!"

The chase continued into the kitchen as Grey Matter quickly hopped on the cabinet and drawer handles and safely onto the counter where the vacuums couldn't get him. He turned to his right to see the phone and got an idea.

* * *

In the Rust Bucket, Jen's phone rang and she quickly answered it as she continued using her Omnitrix to track down her brother.

"Hello?"

 _"Jen, it's me,"_ Grey Matter said on the other line.

"You're still Grey Matter?" she asked.

 _"Yeah, the watch still won't work!"_

"Where are you?"

* * *

Grey Matter carried the phone to the window, where he gazed through the glass and analyzed the surrounding area to pinpoint his location.

"Uh, there appears to be a mountain peak 13.2 miles due west with a vertical angle at 45 degrees."

 _"Gee, that narrows it down, brainiac,"_ Jen said over the phone. _"How about a street?"_

"Oh, yeah. It's Ripley!"

Suddenly, an alarm sounded through the entire house and metal sheets came down while Grey Matter was still on the sill! He quickly leaped off, but knocked the phone onto the floor in the process, breaking it.

* * *

Jen then heard the tone signifying Ben hung up as she gulped.

"Ben? Guys, something happened. We need to get to Ripley!"

"Ripley what?"

Jen then got a deadpan look on her face. "That's going to be a problem."

* * *

The alarm shut off and Grey Matter spotted Howell staring him down, angry. He then ran towards the tiny frog alien and clamped his hands over him, preventing his escape.

Fortunately, Grey Matter crawled up his arm, into is short sleeve and down his back. Howell tried to trap him, but only ended up hurting himself as Grey Matter jumped out of his collar and bolted for the air vent for safety. Sadly, Howell thought of this and removed the grate and grabbed him. Thinking quickly, Grey Matter bit down on his hand, causing him to yelp in pain.

* * *

As this was going down, inside the Rust Bucket, Gwen unfolded a map as she and her cousin read it at the table.

"Ripley Avenue, Ripley Lane, Ripley Drive?" Gwen read. "We don't have time to check them all out!"

"Do we have a choice?" Max asked as he drove the Rust Bucket into suburbia.

* * *

"What's your malfunction?" Grey Matter asked the Omnitrix as he crawled through the air ducts of Howell's house. "Probably something stupid like the DNA splicing replicator copying a fragment of the amino acid sequence." He then gasped as he realized what he said. "So _this_ is what it feels like to be smart."

He then crawled to a different section of the ducts until he suddenly heard a whirring as Howell turned up the fan.

"I'll teach you to blow me off!" Howell exclaimed.

The fans blew Grey Matter through the ducts, causing him to thud against the metal walls. Howell heard this and followed the thudding.

Grey Matter continued flying through the ducts before he found a vent and grabbed onto it before he opened it, finding himself in the kitchen again with Howell waiting for him with a broom in his hand.

"Gotcha!" he shouted, swinging the broom.

"Think again!" Grey Matter shouted as he dodged the broom as it knocked the vent off.

This continued for a bit with Howell swinging the broom and Grey Matter dodging it before he found his way to the sink and crawled down the drain.

"If he gets away, the organization will come after me!" he said to himself. "Come on. Think, Howell!" He then spotted the faucet and an idea came to his head. He turned the valve and water came out of the faucet and filled the sink, sending Grey Matter through the pipes as the water washed him away.

He then suddenly surfaced and took a deep breath and sighed. "Ah, fresh air." He then realized he was in the toilet. "This is so gross."

* * *

The Rust Bucket then parked in front of a house as our heroes got out and they glared. "I'll take this side, you take the other one," Gwen said as they ran around the house looking for Ben.

Max gazed through the windows looking for his grandson before the sprinklers turned on and startled him away.

Gwen gazed through the window into the basement before a spider crawled down and startled her and she ran away... right into her grandfather, sending them both sprawling to the floor, dazed as they groaned.

Jen looked from the Rust Bucket and shook her head as she looked at her Omnitrix to find her brother's signal.

* * *

Howell stood at his security system, gazing at the cameras' views as he grinned.

"You can run, but you can't hide."

In the basement, the cameras gazed through as Grey Matter climbed down the power wires and opened the power box as he grinned mischievously at the camera before he stuck his tongue out and flipped the lever, cutting the power.

"What? No!" Howell exclaimed as the lights and monitors turned off.

Grey Matter then glanced around the room, hiding in a potted plant before he spotted the furnace and grinned. "Ah, my ticket out."

He then ran for it as he hid from view behind a couch as Howell showed up, shining a flashlight through the room.

"Don't make this hard on yourself."

He then walked away as Grey Matter ran for the furnace and pushed the lever, opening it and startling Howell. He then saw Grey Matter crawling up the furnace as he glared.

"I'll smoke you out if I have to!" he shouted as he struck a match, igniting it and lighting a fire in the furnace, causing smoke to rise up.

The smoke filled Grey Matter's lungs, sending him into a coughing fit and causing him to lose his grip as he fell down the furnace before Howell caught him with a fishing net.

* * *

Meanwhile, Jen, Gwen and Max continued searching for Ben until Gwen spotted a very familiar car parked in a driveway out of the corner of her eye.

"Grandpa, that's his car!" Gwen shouted as Max nodded and drove forward.

"We're coming, Ben!" Jen shouted.

* * *

Howell placed Grey Matter in a glass cabinet as the alien glared at him and looked at all the figurines and stuff of the like he had amassed.

"Something tells me you're the kind of guy who has a lot of friends."

"Who needs friends when you have the fame I'm about to have?" he asked as he opened the door to reveal three figures wearing hats and trench coats along with knight-like armor. The one in the center held a small electric cage in his hands. The three walked into the house, catching Howell's attention.

"*gasp* They're here!"

"Yeah," Grey Matter said, thinking it was his family. "To break me out."

Howell turned to face the knights and smiled nervously. "You don't know how long I've waited to meet you people. It's truly an honor," he said, sticking out his hand.

Grey Matter looked in disappointment as he realized that it wasn't his family.

* * *

Speaking of which, Jen, Gwen and Max ran up the doorway and glanced at the door.

"Wanna ring the doorbell?" Jen asked.

"I'll knock- hard!" Max shouted as he kicked the door off it's hinges.

* * *

"Where's the alien?" the leader of the knights asked.

Howell moved out of the way as he showed Grey Matter. The knight then walked up and grabbed him before placing him in the cage and closed it.

"Hands off!" Grey Matter shouted as he groaned and they walked away.

* * *

The others realized they got the wrong place as they saw a dog growling at them before an old woman in a wheelchair pulled up and glared.

"Rufus, sic boy!"

Rufus growled before he attacked Max and sent him sprawling to the floor as he attempted to bite him

The girls looked to see the knights carrying Grey Matter to their car as Jen gasped when she saw them escorting Howell into the car.

Howell didn't realize that his phone fell out of his pocket and onto the lawn as he entered the car.

"It's him! The guy who kidnapped Ben!" she shouted as the car pulled out of the driveway.

"They're getting away!" Gwen shouted as Max finally pried Rufus off him.

"Down, boy," Max said as he pinched a nerve, putting Rufus to sleep as he placed him down.

"Nice trick, Grandpa," Jen said.

"Come on," Max said, standing up. "We need to find out where they went."

* * *

In the car, Grey Matter sat in the cage as he looked at the knights with a nervous look on his face. "I've got a bad feeling about these guys."

"That's because you're the one in the cage and I'm not," he said as they drove up to the castle from earlier.

The knights and Howell exited the car and entered the castle, cage in hand.

* * *

Back at Howell's house, Jen, Gwen and Max contemplated their next move as Max gazed through the window to the garage, where he spotted the same car model as the one at the old lady's house.

"The old lady and the creep have the same taste in cars. Go figure," he said.

Gwen then glanced down and spotted Howell's phone, picked it up and pressed a button to reveal Grey Matter's picture.

"He looks so sad," Jen said while shrugging her shoulders.

"They can't torment Ben like that, only I can torment him like that!"

Max took the phone and then pressed another button to look up its call history and highlighted (555) 555-1034.

"If we can get a reverse trace on this number, we should be able to get an address."

"Grandpa, there's a sneaky side to you I'm totally starting to appreciate," Jen said.

* * *

At the caste, the knights walked up to a desk in front of a chair and placed Grey Matter's cage on the desk. The chair turned around to reveal Enoch.

"A remarkable specimen," he observed.

Howell chuckled at the comment. "So, how are we doing this? Joint news conference? Getting on major talk shows?"

"We prefer to keep our discoveries private," Enoch said.

"What are you talking about? We gotta tell the world about this!"

"Actually, _we_ don't."

Two scientists in hazmat suits walked into the room, wheeling a machine up as they placed Grey Matter's cage onto it.

"What? Where are you taking him?!"

"Our scientists have a few tests to run."

"Honestly, I've never been that good at tests!" Grey Matter shouted. "Or quizzes for that matter!"

The scientists wheeled the cage into another room and the door closed behind him.

"I found him! He belongs to me!" Howell exclaimed.

"He's ours now," Enoch said. "And you just became disposable.

The knights then grabbed Howell and threw him down the stairs as he groaned as he stood up and gazed at the knights.

"They can't do this. To either of us!"

A knight opened the door next to him and Howell slammed against the door, knocking him down as he ran to try to save Grey Matter.

* * *

Outside, a knight holding a lance of some kind walked outside the perimeter as Jen, Gwen and Max hid in the bushes as they gazed at the castle.

"This isn't a house. It's a fortress," Gwen said.

"I can't go alien here. I'll be spotted for sure," Jen said before looking at her grandfather with a concerned look. "Who are these guys?"

"They call themselves The Organization, a well-financed secrets society dedicated to collecting alien technology." He then noticed Jen and Gwen looking at him weird. "Hey, when you've been around for as long as I have, you pick up a few things."

* * *

In the castle's lab, the scientists wheeled Grey Matter up to a machine that looked like it was right out of a James Bond movie and they showed him a mock up of himself strapped to a table.

One of the scientists activated the machine and three laser pointers came out and sliced the mock up vertically, scaring Grey Matter out of his skin.

"Prepare the subject for dissection."

* * *

Meanwhile, the others hid in a tree as the knights patrolled the castle grounds as Max looked to Jen, who rubbed her hands together as she gave out a deep breath.

"Ready?" he asked.

"Not really," Jen said. "But here goes."

Her eyes and hands then glowed pink as she surrounded them in a small forcefield and levitated them to the top of the wall before she quickly dispelled it. Unfortunately, she caught the attention of a guard as Max smiled.

"Hi there," he said as the knight prepared to attack with his lance before Jen gave an energy-charged roundhouse kick to the head as she glared at him before giving a "bring it on" gesture.

She and the knight started fighting as she started dealing out energy-charged punches and kicks to him as he dodged them while landing a few blows of his own s Gwen spotted the discarded lance.

"Jen, use this!" she shouted as she tossed her cousin the lance and she smiled as she twirled the lance around and whacked him in the face, knocking him unconscious.

"Beaten by a little girl! Ha!" she taunted him.

* * *

Meanwhile, one of the scientists pressed a code into one of the doors before he was suddenly knocked unconscious once Howell hit him with a fire extinguisher. He then stole his uniform, put it on and pressed the Enter button, opening the door. He walked in to see Grey Matter strapped to the table and about to be dissected by the lasers.

"Uh, don't bother with the laser slicing! I'm just as grey on the inside as I am on the out!"

"Let me assist you," Howell said as he used the fire extinguisher to knock the other scientist out before he pulled off the mask and put his glasses back on.

"What are you doing?!" Grey Matter shouted.

"Getting you out of here," Howell said as he used the lasers to break the metal bonds that restrained Grey Matter, freeing him before the door opened again and two more scientists walked in and realized what Howell was doing before rushing up to him.

"Back off! Aliens are people too! Well... sort of..." he then used the machine's laser tendrils to grab the scientists and hoist them into the air before he grabbed Grey Matter and started to run away.

Unfortunately, the other scientist recovered and knocked him down, sending him sprawling to the floor as Grey Matter fell out of his hands. He then tried to grab Grey Matter before Howell grabbed his leg and engaged in a struggle with him as the door opened.

"Go! Get out of here!" he shouted.

Grey Matter didn't need to be told twice as he ran out of the room and into the hallway... right before he went splat against a leg.

"Ow!" Jen shouted as she clutched her leg. She then looked down and realized who hit her. "Ben!"

"Jen!" he said as Jen nuzzled him against her cheek.

"I was so worried about you!"

"Let's save the family reunion for the road," Max said.

"Right," Jen said as they ran off.

They avoided the knights, who were searching for their escaped prisoner before they ducked into another room before they found themselves in total darkness.

Suddenly, the lights on the floor illuminated the room, revealing glass pods filled with what was obviously alien technology as they dropped their jaws in awe of their discovery.

"Look at all this alien tech!" Grey Matter said.

* * *

A knight ran up to Enoch's desk before bowing.

"Sir, our scientists were found unconscious and the alien is missing," he reported. "There's also been a security breach at the northeast perimeter."

"Find me that alien!"

* * *

The Tennysons gazed along the walls in awe as they looked at the alien technology.

"Oh man," Grey Matter said. "These guys have no clue what they've got here."

"Or maybe they do," Gwen said.

"We've got to destroy everything," Grey Matter told them.

Suddenly, the door opened again and Enoch and the knights spilled into the room along with two more who were restraining Howell.

"Spread out and find them!" he ordered as the knights ran up as the Tennysons ducked for cover.

Grey Matter glanced at the technology and got to thinking before he suddenly got an idea.

"Gwen, grab that pulse hypercore. Grandpa, the gillenium capacitor," he ordered before his family looked at him funny. "It's not Ben talking, it's Grey Matter. Trust me!"

Max and Gwen did as they were told and brought the hypercore and capacitor to Grey Matter before a laser blast fired near them and they spotted a knight by them.

"They're over here!" he shouted before Max tackled him and took his lance before opening fire on the other knights.

"Get out of here!" Grey Matter said to his cousin and sister.

"What about you?" Jen asked.

"If I can get inside the power grid, I can hook the hypercore and capacitor up to it. This is where small comes in handy," he said as Jen dialed her Omnitrix as well.

"I'm going with you," he said as she slammed the core down, activating the transformation.

Her skin turned icy blue and started radiating cold air as she clutched her eyes closed before opening them to reveal they had turned fully pink as fairy wings grew from her back and she shrunk down to 3 inches tall and her clothes changed into a pink ballerina dress with the Omnitrix symbol on the clasp of her belt and pink slippers and she pirouetted on one foot before striking a pose as her transformation finished.

Frostblight then looked to her cousin and nodded.

"Go. We'll meet you outside," she said as Gwen ran off and shook their grandfather's shoulder.

"Grandpa, we gotta go!" she shouted as they ran off as the knights took notice and followed them.

Frost Blight and Grey Matter entered the opening in the power grid and took the hypercore and capacitor with them before they unplugged the wires within the grid and plugged them into the hypercore and capacitor.

Outside, the core started discharging powerful energy pulses as the knights and Howell looked on in shock.

"The reaction will decimate the castle and everything in it!" Enoch realized. "Everyone out! Except you, Howell. You and your little alien have been nothing but trouble."

He then tossed Howell away before running off as the alien twins exited the core. Unfortunately, Ben's Omnitrix finally timed out as he was exiting, resulting in him getting his hand stuck in the grid as Frostblight groaned.

"Oh man, just when I didn't want you to work!" he shouted.

Howell recovered and stood up before Frostblight gasped and hid in her brother's pocket.

"Huh?" he asked as he noticed Ben. "Where did you come from?"

"I'll tell you later," Ben said. "But right now, can you give me a hand?"

Howell nodded before he grabbed Ben's hand and pried it out of the grid.

"Thanks," Ben said. "A friend told me we gotta get out of here!"

Max and Gwen escaped from the mansion, running for the woods as they watched the explosion before Ben and Howell escaped as Frostblight hid in her brother's pocket as the explosion destroyed the mansion completely. It was as if it never existed.

"Did anyone see where that little alien went?" Howell asked.

"Nope," Ben said with a smirk.

"Well I am _done_ with anything alien-related."

He then walked off leaving the Tennysons alone as Frostblight flew out of Ben's pocket before timing out and sighing.

"I don't think we'll be running into him anytime soon," Jen said.

"Good thing too," Ben said.

* * *

The Rust Bucket drove down the road as Ben sighed in relief. "Feels good to be big again."

Gwen chuckled. "Big? Get real, freak."

"Don't make me go Four Arms on you," Ben said as the Omnitrix discharged energy again and they gasped. "I didn't do anything, I swear!"

"We _so_ have to get that fixed," Jen said.

* * *

Back at the debris of the castle, a car pulled up containing Enoch, surrounded by some computers as he glared beneath his mask at pictures of the Tennysons.

"Find out all there is to know about these people."


	12. Side Effects

A wrecking ball collided with a seemingly abandoned building in a city as the camera zoomed into the crane as the driver smiled as he brought the ball back as he smirked.

"Getting paid to smash stuff. You gotta love this job," he said.

He then brought the ball back and smashed it into the building again. However, from the hole that was left behind, a man with bluish skin and wearing ragged clothes stepped out and growled at the construction team. If that weren't disturbing enough, he had insects crawling all over him. His name was Clancy.

The leader of the construction team leader then signaled to the man driving the crane to stop once he spotted Clancy standing in the hole.

"Get out of our home."

The crane driver chuckled. "Yeah, well I hate to break it to you, pal. But this building's condemned by order of Councilwoman Liang."

"Yeah, so move it or lose it," the boss said, gesturing to his clipboard. "This place is coming down, like it or not."

Clancy's eyes shot open in anger as he shot his arms out and a swarm of wasps flew out from his sleeves and towards the construction team. The leader gasped and immediately headed for the hills. The crane driver, however, wasn't so lucky. He was completely surrounded by the wasps and they flew him back up to their master and glared.

The crane driver cried out in terror as the wasps swarmed around him, levitating him in the air. "Get these things off of me!"

"Well," Clancy said. "If you think we're bugging you _now..."_

* * *

Meanwhile, a getaway was happening as a man in a red car drove away with the Rust Bucket in hot pursuit as he glared at the RV in his rearview mirror and smirked.

"Oh, they'll never catch me."

Gwen sat in the passenger seat of the Rust Bucket as she looked out and saw the man and smiled.

"There he is?"

"Are you sure?" Max asked.

"Totally."

Upgrade, who was merged with a motorcycle, drove up and chased the man in the car as the scene cut to Battlefly waiting on a nearby rooftop as she waited with her headphones playing with her phone in a pocket as she sang along to the song playing as she nodded her head.

 _"Every time I,  
_ _Run into you, baby I  
_ _Go a little crazy inside  
Tell myself I gotta breath  
Try to get my heart to beat..."_

She then heard a call going on her phone as she took it out and heard Gwen calling her.

"Jen here," Battlefly said.

"Jen, it's Gwen. The thief and Ben are headed straight for her. Look for a red Ferrari."

"On it," Battlefly reported as she hung up.

 _"Look out!"_ Upgrade shouted as he cut through the sidewalk to avoid the traffic while avoiding oncoming civilians. _"One side! Coming through!"_

He then got back onto the road in hot pursuit of the driver as he cut in front of a carrier truck as Upgrade got an idea and zoomed in on the ramp. He then lifted the front wheel of the motorcycle and got onto the ramp and drove ahead and jumped, once again in hot pursuit of the getaway car as the traffic light changed to yellow as the traffic stopped once the light turned red and a truck zoomed in on the intersecting road. Luckily, Upgrade ducked under the truck before correcting himself.

 _"Hey!"_ he shouted as the man gasped as Upgrade fired an energy beam which hit the trunk and sent the money inside flying out as Upgrade smirked (although you couldn't see it.) _"Some people just can't hang onto their money."_

Battlefly then spotted them coming up on her as she then sighed and flapped her wings and flew down to the street before she circled her hands and fired a medium-sized cyclone from her hands and blew the getaway car onto it's top and sending the driver flying out before she flew up and caught him before she set him down and cracked her knuckles before she gave him a swift punch to the jaw, knocking him unconscious before she set him up against the wall as she saw a young girl walk by her as she smiled kindly at her.

"You wouldn't happen to have a piece of paper on her, would you?"

The girl, shocked, reached into her backpack and brought out a notebook and pen and handed them to Battlefly, who wrote on a page before tearing it out and attaching it to the criminal, revealing that it said "Arrest Me."

"Let's just keep this our little secret, m'kay?"

The girl nodded as Battlefly sent her on her way before she heard the sirens of police cars approaching before she smiled.

"Gotta fly," she muttered before she flew away from the area to avoid being spotted.

Upgrade then drove by before he spotted an ice cream truck close to the wreckage and smiled to himself. _"Well, we did just nab a bad guy."_ He then unmerged with the motorcycle and lifted the back of the truck up to reveal boxes of the delicious frozen treats. _"Now we're talking!"_

* * *

The man struggled as the cops detained him as he tried to explain his version of events.

"Look, I'm telling you. This motorcycle just drove up on its own with no driver. And there was this strange butterfly creature..."

The camera zoomed in to see Jen walking up with a smile to her cousin and grandfather with a smile as she held her hands in her pockets.

"I did my part, guys. I'd say today was a job well done."

"Where's Ben?" Max asked as Jen shrugged.

"He was there when I stopped the crook."

"Well," Gwen said, chipping in. "He just had a long chase and it's hot out, today." She then gestured to the motorcycle parked by the ice cream truck. "Your guess is as good as mine."

Max lifted the back of the truck to reveal Ben shivering cold surrounded by a few discarded popsicle wrappers with one of the popsicles in his hand. He looked absolutely miserable as his skin was deathly pale, his eyes were puffy and snot dripped from his nose.

Jen gasped at her brother's current state of being, clearly concerned for him.

"You okay?" Max asked before Ben sneezed and wiped his nose. "I'll take that as a 'no.'"

* * *

Jen stood at the stove, stirring a pot of soup as her grandfather and cousin stood by her brother's side as he was in bed with an ice pack on his head and a thermometer sticking out of his mouth, which beeped and Max took it out and looked at the signal.

"Well, 101. Sorry, Ben. It's official. You have a summer cold."

"Maybe from now on, you'll think twice before having snack time inside an ice cream truck," Gwen smired.

Ben inhaled as if ready to sneeze before he reached for a blue cloth and wiped his nose.

"Hey! That's my new blouse!"

"Maybe from now on, you'll think twice before leaving your clothes lying around," Ben told her as Jen dished the bowl into the soup.

"Luckily, I was always Mom's little helper in the kitchen," she said as she brought her twin the soup with a smile. "I know all of her favorite recipes by heart. One of which is chicken noodle soup."

"Thank you, sis," Ben smiled as Jen sighed.

"What am I going to do with you?" Jen asked as she looked to her grandfather. "I'm concerned for getting sick if I sleep close to him."

"I understand. You can sleep on the couch until his fever breaks."

Gwen was going through the medical supplies and taking them out. "Cold tablets, decongestant, cough suppressant, hospital mask."

Ben sat up and sighed. "I don't need all that junk."

"They're not for you, dweeb, they're for us," Gwen said as she stood by Jen.

"Sorry, bro. Once a bug like that gets out, there's no stopping it."

"Why don't you just lock me away in some closet until I'm better?" Ben asked.

Gwen gasped at the suggestion. "Can we Grandpa? Pretty please?"

"You're not locking my own flesh and blood in a closet, Gwen. Not while I'm still standing," Jen said.

Max stood up with a smile. "All Ben needs is a dose of my famous San Ju Yen Pien cold remedy. Let's go. Chinatown's just down the block."

* * *

In Chinatown, a celebration was going on in full swing as a parade led by a dragon dancer and a group of Asian characters passed by a drugstore that our heroes walked out of as Max held the cold remedy Ben needed in hand as he shrugged in disappointment.

"You know, it's so hard to find fresh potaigadon root anymore," he said. "It's all freeze-dried nowadays."

Ben coughed into his hand a few times. "Can I get a milkshake or something? My throat is killing me."

"Um, last I checked, it was frozen treats that got you into this mess in the first place, bro," Jen said.

"Besides, the stinkweed honey in the San Ju Yen Pien coats your entire esophageal area," Max said, handing Ben the container.

Ben unscrewed the cap and inhaled the stench from it and almost gagged from the powerful odor. "And that's a good thing?"

Jen caught a whiff of the remedy as it traveled to her nose and she held her throat as if she was being strangled and cried out in agony.

"Oh, that is so vile! It smells like a dead body!" she exclaimed.

"So where exactly did you learn how to make this stuff, Grandpa?" Gwen asked.

"I picked it up from a monk in Guangdong, China," her grandfather said, earning suspicious glances from all three of his grandchildren. "They have plumbing in China too, you know."

The group heard feedback from a loudspeaker as they drew their attention to Chinatown's own Councilwoman Liang speaking from a podium.

"Ladies and gentlemen," she said, unaware that a wasp flew onto the podium's microphone. "I want to thank all of you for your support of my downtown redevelopment program. It's truly a dream come true."

As she was speaking, more wasps flew overhead, catching the audience's attention as they all shot their attention to Clancy, who was flying on a swarm of wasps, prompting them all to run away, screaming as he glared at the councilwoman.

"Better make that a nightmare, councilwoman," he said angrily.

His eyes glowed green as he controlled the wasps, which dispersed overhead the audience, which caused them to run.

"Wasps!" Gwen exclaimed as they all tried in vain to swat them away as they all ran away from the are as Clancy turned his attention to Liang.

"You're not tearing down our apartment building! We won't let you!"

"You're the nutjob who wouldn't leave!" she realized.

"Nice to know we made an impression," he said as his eyes glowed and the wasps swarmed around Liang and carried her to Clancy.

"What are you doing?"

"Just bringing you home for dinner. You're the main course!"

Ben sniffed as he watched the action going on and wiped his nose as he activated the Omnitrix and glared. "This looks like a job for- ah... ah... ah-choo!" He sneezed before he slammed the core down, initiating the transformation in a flash of green light, transforming into Wildmutt, but something seemed different about him. His fur was a paler orange than normal and his gills seemed to be clogged with mucus. His lips and claws were tinted green as well.

Wildmutt growled and sneezed as the camera switched to his point of view, which showed a black screen with a few flecks of white. He looked around, confused, before he growled and shot off in a random direction before crashing into one of the fair's stands. He turned around and crashed into another stand and gagged and coughed again before he ran off.

"Has Ben gone rabid or what?" Gwen asked as the others looked on.

"Ben's cold must be affecting Wildmutt's sense of smell. With his schnoz clogged, he can't tell where he's going," he said.

"Okay, furball," Gwen shouted as she leaped on top of the alien dog. "I'm driving!"

She then pulled on his shoulders as he ran off and she struggled to hang on.

"Go left!" she said as he pulled in a bad directtion. "No, your other left!"

Jen shook her head before she activated her Omnitrix and slammed down the core in a flash of pink light.

Chlorophyll replaced the blood in her veins as a light green color trailed over her skin before shooting up to her eye as she clutched it shut and opened it to reveal it was replaced with a pink color with green sclera. Her clothes were replaced with a white, red and pink dress that seemed like it was made from flower petals as pink cuffs grew from her wrists and and a belt made from vines appeared on her waist along with the Omnitrix symbol and her hair morphed into a green flower bud as she struck a pose and the transformation finished as she glared.

"I can't think of anything better to deal with wasps than a flower," she said."Good thinking, Jen," Max said as Blossom Rose ran off to join the battle.

Gwen and Wildmutt dashed through the stands, avoiding the crowd as she dodged the battle. They ran on for awhile until Wildmutt crashed into a fireworks stand, knocking Gwen into the crates.

Gwen struggled to get the crates off her as it pressed down on her legs as the wasps continued to swarm. Unfortunately, they knocked down a lantern stand, causing the lanterns to crash. One of them caught fire, which led to a fallen banner, igniting it as it trailed toward Gwen.

"Help!" she shouted as she struggled to get the stand off of her.

The fire trailed towards her before lighting the wick to the fireworks as Blossom Rose gasped and shot her hand out and vines shot out of her fingers and wrapped around a barrel of wonton soup, which she then tossed at Gwen, extinguishing the wick, leaving Gwen soaked and covered in dumplings.

"Thanks, cuz," she said as Blossom Rose smiled at her and lifted the crate off her.

"I hope you don't mind chicken dumplings," she said as Blossom Rose noticed her brother running blindly as she looked at the wasps. "I gotta stop him before someone gets hurt."

She then sighed before she stomped her foot against the ground and some rather thick roots shot out of the ground and wrapped around her brother's feet, trapping him as she turned to him.

"Sorry bro, this is for your own good," she said as she looked to see the wasps carrying Clancy and Councilwoman Liang away before she turned to the wasps terrorizing the crowd as she sighed. "We'll deal with him later. But for now..."

She jumped up to the podium and spread her hands together and raised her hands as her pores released a cloud of vibrant smelling proudly as the wasps all turned blindly to her and swarmed around her before she smirked."Suckers," she said before she shot her hands to the sky again and released a cloud a pesticide from her pores that surrounded the wasps and they all dropped to the podium, dead as a doornail before the crowd zoomed up to her and applauded her as she smiled at them. "Once again, Blossom Rose saves the day."

She, Max and Gwen then looked to the absolutely miserable-looking Wildmutt as he pawed at the ground as Blossom Rose's expression suddenly changed as she felt extremely bad for her brother, knowing how much he made a fool of himself.

* * *

The Tennysons regrouped inside the Rust Bucket as they all looked to Ben who groaned as his joints were still sore from the crashes.

"Ouch! Oh man, just when I thought it couldn't get any worse."

"Here," Max said, handing him the medicine. "This will help."

Ben smelled it before gagging again as Jen looked from outside of the window as she shook her head. "Aw yuck!"

"I am not going in that vehicle as long as that medicine is present in there," Jen said to Max as he laid his phone down on the phone with the speaker on.

"Don't worry," Max said. "It smells worse than it tastes. Or is that the other way around?" He shrugged his shoulders as he sat by his grandson's side. "It's not just you I'm worried about. Seems like your bug has spread to all your aliens too. No telling how it'll affect them."

Ben winced as he drank down the medicine before he groaned once it was down the shoot. "That was so grim."

"Don't worry. After ten or so doses, you'll start to get used to it."

"Ugh," Ben groaned. "I don't know what's worse. The cold or the cure."

"Got it," Gwen said as she sat at her laptop as Jen walked into the RV and Max and Ben walked over to her.

"What is it?" Jen asked her cousin.

"Bug-Eye said something about knocking down his apartment building. Well the only apartment downtown left that's scheduled for demolition is at 8610 Chester St."

As she said this, Ben snuck the drawer next to the bed seat open and put the San Ju Yen Pien into it before closing it.

"What Grandpa doesn't know won't hurt him."

* * *

Meanwhile, at Clancy's apartment building, he was holding Councilwoman Liang prisoner as her body was swarmed by black widow spiders as she cringed in absolutely paralyzing fear.

"Please, don't hurt me," she begged Clancy.

"Black widows," he warned. "You shouldn't make any sudden moves. Our grandfather built this building. We grew up here," he said as he gestured to the thousands of bugs that were swarming around the walls of the building. "Just me and my little friends. They are the only ones who understand. And _no one_ is evicting us."

* * *

The Rust Bucket pulled up to the apartment building as Gwen shrugged at the decrepit building. It was obvious that no one but Clancy had lived in this building for several years. Possibly decades. No wonder it had been scheduled for demolition.

"Nice place to visit, but I wouldn't want to live here," she said.

"Let's all stay together," Max said as the group walked inside of the building and they wandered through the halls as Jen lit her hands up in energy to create a light for them as Gwen used the flashlight app on her phone as they kept close to one another.

Ben grew nervous as he looked through a hole in the floor and glanced around as the wood creaked beneath their feet as Jen turned to her cousin with a nervous glance.

"Hey, Gwen. Remember back in New Orleans when we had to save those people from the haunted house?" she asked as Gwen nodded.

"I know what you mean. But I seriously doubt an evil sorcerer is going to come out of somewhere. And speaking of that place..."

"Oh no," Jen said. "I promised myself that I would only contact Scarlett if it was something we couldn't handle on our own. I'm only going to use her as an absolute last resort. We can take this guy, I swear."

The group continued their search and Jen grew nervous at the amount of insects crawling along the walls and rafters as they walked into a romo

Max looked at some news articles on a wall as his eyes widened once he saw one with the headline "Bugs Survive Nuclear Blast."

"They've got to be here somewhere."

Gwen then gagged once she saw a few roaches feasting on a wall of mold. "Something tells me we're getting close."

"Where's Ben?" Max said as they all looked around.

Suddenly, a large figure with four golden eyes and antennae lurked out, bathed in the shadows of the corner as it stepped toward them.

"Ah! Mega Bug!" Gwen shouted.

But Jen wasn't falling for it this time. "Okay, Ben. You can quit now."

The figure completely stepped out of the shadows to reveal Four Arms standing at the doorway with his hands positioned to mimic antennae as he smirked. His skin now had a bit of an orange tint due to Ben's cold.

"Ha ha. Very funny," Gwen said.

"I thought so," Four Arms said in a more nasally tone.

"Help!" they heard Councilwoman Liang shout from another room as they all looked to each other.

"That came from right above us," Max said.

"I'm on it," Four Arms said as he pushed and burst through the door frame and grabbed his family in three of his arms as Jen sniffed and almost puked when she saw his armpits had grown gross pockets filled with pus.

"It's your hives," Max said. "Your cold must have turned them into pus-filled pockets full of..."

"...pure putridness," Gwen said, fanning the stench away from her.

"I can't help it," Four Arms said. "I'm sick."

"You're telling me," Gwen remarked.

Four Arms leapt up high as he landed just a floor above them before setting Jen, Gwen and Max down as they saw the poor councilwoman being swarmed with black widow crawling all over her.

Max took a step toward her but she stopped him.

"Stop," she whispered. "Black widows."

"There's got to be some way to help her," Gwen said as Four Arms sniffled before sneezing and unleashing a huge amount of mucus which coated the councilwoman and blew the spiders off her.

"Thanks," she whimpered.

"Don't mention it," Four Arms wheezed as Max helped her up.

"You are trespassing," Clancy's voice sounded around them as they all shot their attention to him. His eyes started glowing again.

Suddenly, a swarm of cockroaches crawled towards the group before it formed a massive swam which knocked Four Arms several feet back.

Jen looked to Clancy and he hissed at her. "We will rule mankind."

"Not if I have anything to say about it," she said as her eyes started glowing pink and she surrounded her hands in energy as she glared at him. "You're not the only one with powers here, hillbilly!"

"Interesting," he observed as Jen looked to see Max face-to-face with the swarm of roaches surrounding Four Arms as she gasped.

"Grandpa, look out!" she shouted as her grandfather dodged the swarm as it punched through the floor.

Suddenly, a huge amount of white bugs started eating through the wooden floor at Gwen's feet.

"Termites!" she gasped as the floor caved in beneath her and left her dangling from the edge before she was saved by Councilwoman Liang, who stuck her hand out for her to grab.

"You want to be king?" Four Arms asked Clancy. "Get ready to meet crown!"

He then charged the buck maniac who then used his powers again as he summoned a swarm of red ants which surrounded the alien on all sides and crawled all over him as he gasped and started itching at them and hopping on one leg.

"Ants in my pants!"

He started itching all over as he lost control and started crashing into the walls, splintering the wood due to his brute strength as Jen got an idea.

"Hey, Councilwoman? You wanted this place demolished, right? Well consider us the wrecking crew!" She then fired an energy blast to another beam as she blasted away at the support beams as she glared. "We're taking this place down from the inside out! Not that it would've lasted more than two more months on its own anyway."

"You're destroying our home!" Clancy shouted as Four Arms crashed into the walls and Jen fired her energy beams at the supports as the building started rumbling. "No!" he shouted as he summoned his wasp swarm again and they surrounded him and flew him out of there.

"The whole place is coming down!" Gwen shouted.

"We have to get out of here," Councilwoman Liang said.

"There's no time. Everyone, huddle around me!" Jen said as they all huddled around her as her eyes glowed pink and she thrust her arms to the sky.

The camera zoomed to the outside of the building to reveal the entire apartment complex cave in on itself and crash down to the ground, completely destroyed. And in the center of the wreckage, the group stood completely unharmed as Jen's forcefield surrounded them all before Ben's Omnitrix timed out and he transformed back to human as Jen dispersed the forcefield.

"Thanks," Councilwoman Liang said as Jen smiled.

"Can you please pay me back by not telling anybody what you saw here?" she asked.

"Sure," she said as Ben sat up in the rubble and rubbed his head. "Ugh, it's a good thing I can't feel my head."

They heard a shuffling and looked head to see Clancy stand out of the rubble, looking absolutely livid before he looked down and saw a pile of dead insects at his feet. He gasped and reached down to pick them up. "No, no, no! You will all be sorry. We will exterminate the entire city!"

He raised his arms to the sky and summoned a massive amount of wasps to him as the group looked on in shock. There was enough wasps to cover them in a huge shadow. The wasps then formed a cyclone that consumed Clancy. When it dissipated, he was gone along with the wasps.

"This has been one weird day," Councilwoman Liang said as Gwen smirked.

"Welcome to our world."

"At least my hives are gone," Ben said, examining his body before Jen turned to the councilwoman.

"Where did that smelly four-armed guy go? I wanted to thank him?"

"We'll be sure to tell him. You know how to get home, right?"

The councilwoman nodded before turning her shoulder. "Thanks." She then left the area and left the destroyed apartment complex.

The Tennysons turned to each other as they immediately returned to business.

"So, where do you think Bug Brain wandered off to?" Ben asked as Max pondered and gazed out to a nuclear power plant on the top of the hill.

"There's only one way to exterminate an entire city."

* * *

The Rust Bucket drove down the road to get to the power plant.

Ben sat in the front seat of the RV and was shivering immensely as Jen looked from her seat, worried about him.

"Turn on the heat Grandpa, it's freezing in here."

"It's already on, Ben," Max said. "But you're shaking like an earthquake. Jen, get him another dose of my San Ju Yen Pien."

Ben gasped at that and immediately denied the suggestion. "No! I mean, I just finished it off. All gone. I'm sure it's going to be kicking in any minute now."

"Wow," Gwen said as she looked at her laptop. "Ants can lift ten times their own body length, grasshoppers can leap one hundred times their length and cockroaches can hold their breath for over an hour.

"We don't need their resumes," Jen said to her cousin. "We need to know how to squash them."

"Duh," Gwen remarked. "I'm saying that insects are tough little suckers. Short of another ice age or a tanker full of pesticide, looks like holding a bug barbecue is our best option."

"And I know just the chefs," Ben said as he dialed his Omnitrix and Jen did the same with hers.

* * *

The group walked down the halls of the power plant, keeping an eye out for Clancy or any insects lining the walls as Ben stood, shivering like crazy as they walked. Suddenly, an alarm started blaring through the building and a red light started flashing through the halls.

"What's happening? I take it that's bad?" Ben asked.

"No, Ben," Gwen deadpanned. "I'm sure that every time an alarm goes off in a nuclear plant, it's a good thing."

 _"Core temperature rising,"_ the building's alarm stated. _"Approaching critical."_

"He must be fooling around with the reactor's controls," Max realized. "Let's go!"

They then ran, following the smoke that came from the reactor, only to find the controls and several computers smashed and sparking out.

 _"Core temperature critical. Meltdown imminent."_

"All the controls are smashed," Max stated. "We'll have to shut it down manually."

"How do we do that?" Jen asked as they walked up to the computers.

"Just outside the reactor core, there's an emergency override system."

"Let me guess," Gwen smirked, leaning against a cabinet, unaware that a cockroach was crawling up next to her. "You learned about nuclear reacting from a monk in China." She then leaned her head and noticed the cockroach and gasped in surprise.

"Oh no," Jen said as Clancy walked in, bugs swarming all around him.

"Here for a front row seat?" he asked.

"Hey, news flash, bug boy," Ben said. "If this place goes nuclear, you're going to wind up blowing up right along with the rest of us."

"Oh, we don't think so," Clancy said as an entire hive of cockroaches swarmed out from his sleeves, shoes, pants, whatever and crawled all over his body, forming a bug armor if you will. "When the reactor goes super critical, we'll be snug as bugs in a rug."

"Of course!" Gwen realized. "Scientists believe that cockroaches are the only things that would survive the blast."

"So the guy's going to wear a bug suit to protect himself from the meltdown?" Ben asked as he walked up and dialed in his desired alien on the Omnitrix before slamming the core down and transforming into Heatblast. Only, his flames, which were supposed to be orange, were now an icy blue instead.

"Wait," Gwen said. "Something's weird about you."

"No time to diss me," Heatblast said. "You guys fix the reactor. Jen and me will take care of Bugsy."

"Going hero!" Jen said as she slammed her own core down and started her own transformation. She float in the air she spun around then curled up as her body got wrapped by multiple lava-like silks until she was conceal within the lava-theme pupa then changed to orange crystal form. The pupa start cracking then a long insectoid arm with three claws, spikes on the arm and coated with orange exoskeleton smashed of the pupa then her four long legs with long thin talons and finally her head, which she matured to a young woman with a light-orange exoskeleton and wore crown-like horns on her head, has C-cup breastbones, very large abdomen with light-like orb at the bottom tip and a pair of large skin-like wings and her body itself stretched into a more insect-like structure. Her clothes consisted of a one-piece pink and white bodysuit with wholes for the legs. She is now a humanoid firefly-like creature with the watch symbol on her forehead. She floated around gracefully as she open her eyes, revealing her black needle-like pupils with green sclera as she gave a elegant smile, threw a kick in the air, spun around and float gracefully as she finished her transformation.

"You wouldn't hurt a lady, would you?" Firefly asked with a smirk as she started hovering in the air.

"Jen, Firefly's a bug. He controls bugs, remember."

"Brother, I may be an insect," she said. "But I'm an insect with a human intellect. Much more advanced than the ones that cretin controls."

Heatblast rolled his eyes and then leaped forward before he was swatted away by Clancy.

Firefly then flew in and glared as she fired her heat ray from her abdomen at him, which caused him to stumble back as she blasted a few of the roaches off of Clancy's armor as she glared at him.

Gwen and Max ran out of the room to get to the reactor, but Clancy took notice of this.

"You cannot escape us."

He stuck his arm out and a swarm of hornets followed them.

"Don't worry, brother. I'll save them!" Firefly announced as she beat her wings rapidly and sped after the hornets as fast as her wings could carry her.

"That's it," Heatblast said, getting up. "Time to turn up the Heatblast around here!" He stuck his arms out before he sneezed and a gust of cold air came out with no fire. "Hey! What happened? You should be a bunch of briquettes by now." He then came to a realization as his eyes widened. "My cold! It froze my flames!"

Clancy smirked before laying the smack down on Ben.

* * *

Gwen and Max ran down the halls to the reactor when Max looked over his shoulder and saw the swarm of hornets following them.

"Uh oh. You know that old expression 'mean as a hornet?'"

 _"Meltdown in T-Minus five minutes."_

They ran down to the end of the hall where they found a fire hose just as Firefly was rounding the corner. Max turned the valve and Gwen held the hose as it fired a large stream of water at the swarm before Firefly fired a stream of flames from her hands as the hornets all dropped dead to the floor.

* * *

Clancy tossed Heatblast around like a ragdoll as he hit the glass pane and groaned to the floor and held his hand up in surrender.

"Oh man. Maybe we can talk about this?"

Suddenly, a blue beam shot out of his hand and Clancy was frozen in the spot where it landed as Heatblast noticed this and smirked.

"Well what do you know?"

* * *

Firefly, Gwen and Max arrived at the reactor just below where Clancy and Ben were fighting as it flashed bright orange, clearly stating that it was going to go boom any second.

 _"Core temperature critical. Meltdown in T-Minus one minute."_

Heatblast continued to fire his ice beams before breaking off one of Clancy's arms, which regenerated from the cockroaches before he tackled him out of the observation room and into the reactor chamber.

Max was working on the manual override controls as Firefly blasted the bugs away with her heat ray and Gwen swatted them with a broom as she started sweating.

"Grandpa, hurry up! We can't take much more of this!"

"I've always said that I wanted to be hotter," Firefly said as she looked at the reactor. " _This isn't what I meant!"_

 _"Meltdown in 30 seconds."_

Suddenly, an ice beam froze all the bugs on the spot as Clancy crashed down and Heatblast swung down on the resulting stalagmite at his family.

"Somebody call for a hero?"

"I don't get it. Since when are you an instant ice cube maker?" Gwen asked.

"I guess for some aliens, getting a cold isn't just an expression," Heatblast smiled.

"I really don't want to find out what happens to my aliens when I get sick," Firefly said.

"I can't override," Max said. "All of the manual controls have overheated."

Clancy rushed at the group as they all looked to each other.

"Brother, look out!" Firefly shouted as Heatblast generated a blue sphere in his hands and tossed it at Clancy, freezing him on the spot.

 _"Core meltdown in 10..."_

"Stand back! I've got an idea" Heatblast shouted.

 _"9...8...7...6...5...4...3...2..."_

Heatblast fired his ice rays at the reactor, instantly causing the temperature to drop significantly and the room to fill up with steam due to the combination of the hot air combining with ice. The reactor froze over and the red light stopped flashing.

 _"Core temperature dropping. Returning to below critical limits."_

"Alright!" Gwen cheered.

"Way to go, Ben!" Max said.

"I don't think even I would've had the courage to do that," Firefly said, slapping a hand on her brother's shoulder.

"Thanks," Heatblast said, shivering. "Could we get some hot chocolate or something?"

* * *

"The bad guy's on ice, the reactor's chilling and I think that steam knocked out the last of my cold," Ben said, his skin tones back to normal as Jen smiled at him and hugged him.

"And I can get back to hugging my brother without fear of getting his bug," she said.

"Don't you just love it when everything works out?" Max asked.

Gwen got a carton of milk out of the refrigerator when she spotted a roach crawl out from under it. She reeled her leg up to stomp it. "Sorry, Mr. Roach. This is going to hurt you a lot more than it's going to hurt me."

Before she could step on it, she saw an inordinate amount of roaches crawl from the walls and door of the Rust Bucket as the twins stood up from their seats.

Max pulled over as the roaches completely swarmed the Rust Bucket and the door opened as Clancy, still covered in his roach armor, walked in and revealed his disgusting face to them.

"We didn't appreciate the cold shoulder you gave us back in the power plant."

Max tossed a punch at him, but he caught him and threw him back into the front of the RV as the kids glared as Gwen grabbed a fire extinguisher.

"I thought you turned Mr. Bug into a snow cone," Gwen asked as the twins dialed their Omnitrixes.

"He must have thawed out!" Ben said as they tapped the buttons, only to find out that the watches were still recharging.

"Oh man!" Jen groaned. "We're on our own." She then lit her hands up in pink energy as she glared and Gwen fired the extinguisher to blow the roaches away from her.

"Any ideas?" Ben asked.

"Not unless you have a six-foot candy bar to tempt them with!"

Ben then got an idea. "Nope. But I have the next best thing!" He ran for the medicine cabinet and grabbed the San Ju Yen Pien medicine, whose stench filled the RV as he smiled. "Come and get it!"

The roaches were instantly mesmerized by the smell of the vile medicine and instantly flew towards it, even the ones covering Clancy as he lost his strength and dropped Max from his grip.

"What's happening?" he asked.

"Come and get it!" Ben shouted as he tossed the medicine out the window and into the ocean, all of the bugs following it as Clancy gasped.

"No, stop!" he shouted before he turned to Max who glared at him. He chuckled innocently. "No hard feelings right?"

Max then sucker-punched him out of the door and into the street barrier as he groaned and fell unconscious.

"Good. That guy was really starting to bug me."

"I'm calling the police. I'll be right back," Max said as he went for the phone.

Gwen then inhaled hard before she sneezed. "Oh no."

"Hey, what do you know? Everything really did work out after all."

* * *

 **Next is the Season 1 Finale. And I promise all of you that I'm going to make it bigger and better than it was in the show. I'm even going to add a few new features to the Omnitrixes that are my own personal touch, with some inspiration from a certain other AU fiction on this archive.  
**


	13. Secrets

_"We're live on the scene of a high speed police pursuit of an armored car stolen earlier today from a federl reserve in Denver,"_ a news reporter said as we're shown the news footage as the armored car passed by the Rust Bucket. _"It is believed the thieves also have a hostage."_

A large green crystal suddenly grew from the ground and caused the armored car to hit a speed bump, which slashed the tire and caused the car to swerve out of control before stopping as the police squads surrounded it before the cops got out and aimed their guns.

"Freeze!" the captain shouted.

The door opened and the crook stepped out with a machine gun in his hand as he grabbed his hostage from the train and held his neck under his arm with a glare.

"Hold your fire!" the captain told his team as they lowered their guns.

The crook's partner came out with a strange looking gun. He fired it, sending out a bolt of electricity at a car, blowing it up and sending the cops scattering.

Suddenly, Diamondhead appeared behind him from the smoke and cracked his knuckles.

 _"Wait, what's this?"_ the reporter asked as Diamondhead slashed the weapon in half with his blade arm.

The crook ran off before he was lifted up in the air as a huge crystal cage formed from the ground beneath him, incapacitating him.

 _"It looks like we have another alien sighting!"_

The driver held his hostage in his arm while pointing the gun at Diamondhead before he felt someone tapping his shoulder. He spun around to see Four Arms crossing both sets of her arms and tapping her foot patiently. He released the hostage before Four Arms smiled.

"Good boy," she said with a smile at him. "Now, if you would be so kind as to turn yourself in..."

The driver nodded before walking to the cops with his hands in the air.

 _"We don't know where these creatures come from, but they seem to be here to help."_

Little did they know, the news report was being broadcast on the Chimera Wrath in Earth's orbit, being shown to Vilgax.

"The Omnitrixes, wasted on pointless heroics!" Vilgax said, annoyed.

 _"Shall I dispatch more drones to retrieve it?"_ the Bioid asked.

"No."

The healing chamber suddenly opened, releasing tons of steam everywhere as Vilgax emerged from the chamber, now completely healed of his injuries from when the Omnitrixes were sent to Earth. He then stepped on a medical drone, destroying it.

"I will see to this task myself."

* * *

Jen shot up in his bed with a shout as he saw her brother fiddling with his Omnitrix as Max walked up to him.

"Another nightmare, Ben?" he asked.

"Actually, it was me this time," Jen said. "It was that weird alien from my vision. Only he was bigger, uglier and scarier than what he described."

"It was just a bad dream, son," Max reassured Ben. "We can talk about it in the morning."

"He looked right at me and said 'I"m coming for you now.'"

Max suddenly got a shocked look in his eye as he gasped.

"Change of plan. We're hitting the road right now."

"Grandpa, it's three in the morning," Gwen groaned.

"Best way to beat the traffic," Max stated as he fired the ignition and the Rust Bucket started up and headed on course to its destination.

In South Dakota, the Rust Bucket drove by a herd of buffalo as the twins looked at the window at how quickly they were moving.

"Hey, Grandpa," Jen asked. "What's with the lead foot?"

"I want to make Mt. Rushmore by nightfall," Max said.

"I'm _so_ bored," Ben said before turning to Gwen. "Let me play a game."

"I would but I think this would be a good lesson for you to entertain yourself," Gwen said sarcastically.

Ben got an evil look at his eye as he started fiddling with his Omnitrix.

* * *

The Chimera Wrath picked up the signal of the activation, which did not go unnoticed by Vilgax.

"The Omnitrixes have been activated," he said. "Pinpoint their location."

The Bioids used a GPS signal within the ship that pinpointed the exact location of both Omnitrixes, the green and signal flashing brightly.

"I have you now."

* * *

Gwen typed something into her laptop before the entire system shut down to her surprise.

"Hey, what gives?" she asked.

The blank screen morphed into a green and black signal with a singular eye, indicating that Ben had transformed into Upgrade.

 _"Sorry, you are a loser and always will be,"_ Upgrade taunted as he stuck his head out of the laptop and pecked his cousin on the chin.

"Ben, get out of my computer!" Gwen shouted.

 _"What? I'm just_ entertaining _myself,"_ he said.

"This is my private property and you're getting your cooties all over it!" Gwen shouted as Jen started chuckling to herself.

"Okay, this is pretty funny," she said.

Upgrade morphed the laptop into a robotic creature with spider legs as he scanned its files and dodged Gwen's advances toward it.

 _"What's this? A diary?"_

 _"Oh no,"_ Jen thought.

 _"Dear Diary, my cousin Ben is such a-"_

"-Doofus! Knock it off!"

"Ben, now is not the time to go alien, do you understand?" Max asked.

 _"I was just fooling around,"_ Upgrade stated as he demerged with the computer.

"We can't afford to attract attention right now."

 _"What kind of attention can I attract in here?"_ Upgrade asked before the Omnitrix timed out and he transformed back to Ben.

"Never mind," Max said as the kids looked to each other and shrugged.

* * *

On the Chimera Wrath, Ben's Omnitrix's deactivation caused the signal to go out on the GPS.

 _"We have lost the Omnitrix's signal,"_ the Bioid reported.

"No matter," Vilgax said. "I've narrowed down both of their locations."

He looked at pictures of the twins' alien forms as they saved people and stopped criminals all across America.

"I know just how to draw these earthlings out," he said before he smashed a picture of Firefly saving a kitten in anger.

* * *

The Chimera Wrath entered Earth's atmosphere, close to the Rust Bucket's location, casting a shadow down on the ground, sending the buffalo scattering in fear.

The ship opened the hatch on its underside and dropped down two drones and a giant mechanical spiked sphere device, which hit the ground on a search for the Omnitrixes. They approached Rapid City, South Dakota to cause chaos to draw the twins out, destroying the "Welcome to Rapid City" sign as it passed by.

* * *

The Rust Bucket continued on its path to Mount Rushmore when the kids looked up from their devices and looked out the window and saw smoke rising from the rooftops of the buildings of Rapid City.

"What's going on over there?" Jen asked, concern evident in her voice.

"I'm sure the local authorities have the situation well at hand," Max reassured, focused on his task at hand.

* * *

The civilians ran for their lives as the drones fired several laser beams, destroying several cars and causing immense chaos while the spiked ball rolled over some buildings, completely demolishing them.

At one point, they approached a local gas station and fired their lasers, sending the customers running off in a panic as the gasoline canisters instantly ignited, causing a major explosion, which resulted in a mushroom cloud which did not go unnoticed by our heroes.

"Looks like it's hero time!" Ben said as he activated his Omnitrix as did his sister.

"Guys, I don't think that's the best idea," Max warned.

"Sorry, Grandpa," Jen said. "I know that people are in trouble and I can't sit here and do nothing."

"Time to go Heatblast on these fools!"

They both slammed down the cores and initiated their transformations.

Ben's Omnitrix sunk down into his arm and from where brown-orange rocks erupted from his skin and worked their way down his body until they reached his eye. Then, cracks appeared in the outline of his now rocky skin and the watch symbol appeared on his chest. His head erupted into flames with a face outline inside and he struck a pose as the transformation ended.

Jen's Omnitrix sunk into her wrist and his blood vessels expanded rapidly before spreading across her entire body, which eventually reached her eyes, which she clutched shut and when she shot them open again, they were fully golden. A second pair of arms shot out just below her primary pair and her muscle mass grew exponentially. His feet morphed themselves to only have two toes and her skin turned red with a few black crests on his face and she grew a second pair of eyes beneath the original ones. She wore a pink and white one-piece bodysuit that really showed off her figure before she shot a pose.

The Rust Bucket pulled over and the twins launched themselves toward the city to stop the drones, leaving their cousin and grandfather stunned.

The civilians ran for their lives as the drones continued their assault before they were struck with fireballs from Heatblast as he landed in before Four Arms grabbed them in her upper arms and smashed them against each other, reducing them to scrap metal.

"Hey, why don't you pick on someone with real fire power?" Heatblast asked as Four Arms dusted her hands off.

Four Arms then widened her eyes as the twins looked around to see tons of the drones surrounding them on all sides.

"Oh man. I didn't mean all at once!"

"Why do I get the feeling that these guys were expecting us?" Four Arms asked.

"Less talking, more blasting!" Heatblast shouted as he fired up a flurry of fireballs while his sister fired tons and tons of energy waves at the drones, not letting up as they dodged the laser blasts and continued to fire on them, not letting up in the slightest.

Once all of the drones were destroyed, they were suddenly hit with two electrical nets which snared them and stuck them to a nearby wall. They struggled to get free as they looked up and saw the giant spiked ball rolling towards them before it came to a stop just in front of them.

The ball suddenly opened up, revealing some kind of pod bay, which opened the doors, revealing a very familiar squid-like alien.

"You!" Four Arms exclaimed. "You're the alien from our nightmares and Rojo's subconscious."

"At last we meet. The beings that have caused me so much trouble!"

"Who are you?" Heatblast asked.

"I am Vilgax. And I have come for the Omnitrixes!"

"And I'm guessing you're not one of the good guys," Four Arms groaned as she struggled against the grip of the net.

Heatblast struggled and flared up, melting the spokes of the nets as he and his sister charged Vilgax before landing several punches towards him... before looking up and realizing they were doing no damage to him whatsoever as he was at least triple their height.

He casually picked them up and judo-tossed them into an office building, causing them to crash through the wall, startling the employees as they crashed through the other side and crashed through several more building in a row before they landed in a heap in a crater in a parking lot.

"Oh, that didn't feel good," Heatblast said.

Four Arms pushed the rubble off of herself and started breathing heavily as every muscle ached in pain.

"Man, this guy's tough. I don't think I've ever been hit like that in my life."

Vilgax leaped towards them from his position before landing in his own crater as the twins looked at each other, concerned.

"I've got to slow him down!" Heatblast shouted before unleashing a massive heatray, which melted the blacktop in front of him into blazing hot tar, which flooded the streets and slowed Vilgax down before he collapsed.

The twins approached him with a smirk as the Rust Bucket came speeding up to the pair and Max's eyes widened once he saw the alien warlord lying in the tar.

"No. It can't be."

"Not so tough when you can't move, are you, punk?" Four Arms asked.

The Rust Bucket screeched to a halt and Gwen opened the door hard.

"Guys, Grandpa says to get in. Now," Gwen said, ushering them to come in.

"What are you talking about?" Heatblast asked, unaware of the beeping Omnitrix on his chest. "We're just about to kick alien butt."

The Omnitrixes then timed out and left the two human twins standing there.

"Benjamin, Jennifer, get in!" Max ordered.

The twins then got in the Rust Bucket and sat down at the seats.

 _"What is with that time out?"_ Ben thought.

The Rust Bucket sped down the road as Vilgax recovered and glared down at the recreational vehicle.

"Believe me when I say you two do _not_ want to pick a fight with Vilgax," Max sternly said.

"Yeah, well-" Jen trailed off when she realized what her grandfather had said. "...How did you know his name is Vilgax?"

"Yeah, what's up Grandpa?" Ben asked.

"What aren't you telling us?" Gwen asked.

"It's nothing," Max said.

"You're lying," Jen said. "You knew that the forms the Omnitrixes turn us into are aliens and not monsters. And ever since this morning, you've been acting like you know something. We're not idiots."

"You are going to tell us what you know and you're going to like it," Ben agreed.

"I want answers and I want them now!" Jen shouted as her eyes glowed pink and her skin started peeling off her face as her anger grew.

Suddenly, a sudden explosion from behind pushed the Rust Bucket slightly forward and the kids fell back against the wall, dazed.

Gwen opened the curtains and saw two of Vilgax's drones closing in on them.

"Two robot goons, closing in fast!"

"Hold on!" Max said as he drove the car forward, avoiding the lasers that rained down on them and destroyed the parts of the street that they collided with.

"We can't keep this up forever, Grandpa!" Jen said as they looked out at the drones.

"Things are gonna get a whole lot worse if we don't get to Mt. Rushmore."

"Why?! What's at Mt. Rushmore?" Gwen asked as a laser hit the street next to them.

"Gwen, this is not the time to explain!"

The twins struggled with their Omnitrixes as the RV jerked them around with the speed it was driving at. Jen then saw the badge that a certain warrior gave her as it rolled next to her. She then picked it up and pocketed it before continuing.

"You're going to have to trust me on this."

"We're not going down without a fight!" Ben said as he and Jen hit their Omnitrixes simultaneously, transforming into Stinkfly and Firefly.

"Ben, Jen, wait!" Max said as the twins flew out the door and engaged the drones in the air, dodging the laser blasts before they faced the drones head on as they hovered side-by-side.

"You slime, I ignite," Firefly said as her brother nodded.

Stinkfly spat out a large amount of slime from his mouth onto one of the drones before Firefly tossed a fireball at it, igniting the slime and sending the drone hurtling towards its destruction, right behind the Rust Bucket. Stinkfly then stabbed his stingered tail into the second one, damaging its laser before Firefly destroyed it with her heat ray. They then high-fived each other.

"Float like a Firefly..." Firefly began.

"...sting like a Stinkfly," Stinkfly finished.

Suddenly, a figure leapt towards them and grabbed onto Stinkfly's tail before he flew away, trying to shake Vilgax off of him.

"Ben!" Firefly shouted before following them and aiming her abdomen at them before she glared.

 _"I can't shoot him. I can't risk hurting my brother!"_ Firefly thought.

"Give me that Omnitrix!" Vilgax ordered.

"You'll have to pry it from my cold dead wrist!" Stinkfly shouted before he spat his slime at him again and Firefly doubled it by igniting it with her heat ray, resulting in an explosion... that seemed to have no effect on Vilgax as he dusted it off.

"You have got to be kidding me!" Firefly shouted.

Vilgax jumped towards her, but she dodged him and Stinkfly flew next to her, stunned.

"Who _is_ this guy?" Stinkfly asked.

"I do not know, but he is certainly a persistent one."

Vilgax landed in a crater, right in front of the Rust Bucket, which made a U-Turn and made another route to Mt. Rushmore.

"Where are you going? We need to help the twins!" Gwen shouted.

"We will, but first we need to get some special help."

"Let me guess? At Mt. Rushmore?" Gwen asked.

Max didn't answer as he continued driving.

"Grandpa? You're really freaking me out."

Back with the twins, they continued to dodge Vilgax as he chased them across the rooftops before he finally tackled Firefly and held her in his grasp as she struggled against his grip.

"Unhand me, you ruffian!" Firefly shouted.

"If you insist," Vilgax smirked as he tossed her into the ground, completely unconscious and dazed, swirls in her eyes.

"Jen!" Stinkfly shouted as Vilgax grabbed him while he was distracted and tackled him into the same crater that his sister had left.

"I grow tired of this."

He then pressed his claw, which started glowing red against the Omnitrix cores, instantly turning them back to human form as Jen groaned weakly. Her legs were jelly as she focused her energy on him before she fell to her knees.

"Hey! How'd you do that?!" Ben asked as the twins struggled in Vilgax's grip as Jen glared at him.

"Children? The Omnitrixes are in the hands of mere children!?"

Vilgax, angered, stuck his hand out to grab them, when a sudden burst of green and pink light surged out of the Omnitrixes, instantly recharging them and knocking Vilgax back into a building.

Completely unfazed, he stepped out and advanced towards the twins. "It seems the Omnitrixes have already merged with your DNA."

Jen then turned to her brother, now scared out of her mind of this guy.

"Um, Ben. Now I'm on Grandpa's side. Run!"

They both turned to run away from the giant squid alien. But they didn't get far as Vilgax grabbed their shirts and hoisted them over his shoulders.

"I don't suppose that means you're going to let us go, does it?" Ben asked.

"Hardly," Vilgax said.

The spiked sphere vehicle came rolling back up to him and opened up as Jen groaned as she sighed.

Completely scared, Jen reached into her pocket and pressed a button, putting it on speaker.

"Scarlett, it's Jen. We could really use some help right now."

Vilgax tossed the twins in the sphere and entered it himself before it closed up and rolled away, destroying another building in the process.

* * *

The Rust Bucket pulled up to Mount Rushmore, driving up the side of the mountain face on a completely thin road.

"I don't think tourists are allowed on this road," Gwen said.

"We're not tourists," Max said. "We're tenants."

They drove up to a 'Road Closed' sign and stopped. Max pressed a button on the undercarriage and an elevator opened up beneath them, lowering them into the bowels of Mount Rushmore.

They stopped when they were inside a mysterious chamber made up of some kind of metal. The two walked through the halls before Max stopped at some cabinets. He pressed a button on some of them, revealing some kind of alien tech. He repeated this process a few more times before Gwen finally lost her patience.

"That's it!" Gwen shouted. "I am not taking another step until you tell me what's going on! Why aren't we helping the twins, what is this place and how do you know about that alien guy who's after the twins?"

Max put on some equipment, including a protective vest and goggles. "Well, it's kind of complicated. But let's just say..." he then pulled out a massive cannon, which looked like it could do some major damage. "...I wasn't exactly a normal plumber before I retired."

* * *

The twins were being held prisoner on Vilgax's ship. They were being held in electric prison chambers that looked like they came straight out of The Incredibles, with their left wrists being held in large metal chambers to contain the Omnitrixes as Vilgax scanned their data.

"Children," he scoffed. "I should have expected as much with the Omnitrixes being used as playtoys!"

"Hey, we've saved a lot of people by going hero!" Ben said.

"You don't get it at all, do you?" Vilgax asked, approaching them. "You two hold the key to a power struggle so ancient, so vast, that is is beyond your feeble comprehension."

"We're listening, squid face," Jen said. "It's not like we have anything better to do right now."

"Feature an entire army, each in command of an Omnitrix and all at my command! I will be invincible! I will rule the universe! And the only thing standing between me and my destiny is you two."

A selection of spears and other bladed weapons rose up from the ground around them as Jen gulped.

Little did he know that as the ship flew aboard, a portal opened up from above the ship and two figures dropped out of it and stabbed their daggers into the side of the ship. One was Scarlett, another was a male ninja with a black , sleeveless, skin-tight jumpsuit with minor padding and straps toward the sides; kunai on the leg(s); arm and shin guards; fingerless gloves; hood and scarf obscuring most of the face; forehead protector bearing the insignia of a peregrine falcon and tabi boots.

Scarlett then nodded to him as the two used their knives to climb up to the top of the ship.

"Let's go Ryu! Ben and Jen are counting on us to rescue them! But we need to do it stealthily."

"As a ninja," Ryu agreed as he followed his queen.

* * *

"This weapon is keyed into Vilgax's bio signature," Max explained as they left the secret chamber. "It'll take him down for good this time."

 _"This time?"_ Gwen asked.

"There's a small red button under that cabinet. Press it," Max ordered.

Gwen complied, opened the cabinet and pressed the button. When she did so, a blue map with a red blinking dot was projected in front of them.

"Hey!"

"GPS assisted tracking system. It's locked on the watch's signal. You navigate."

* * *

The twins sighed as Vilgax had his back turned as Ben hung his head down.

"I'm sorry," Ben said.

"What for?" Jen asked.

"I'm the reason that we're in this mess. If I wasn't so stubborn back at the beginning of summer, we never would have found these stupid watches. I should have listened to Grandpa and thought this thing through. Then we wouldn't have our arms chopped off by an insane squid alien. This is all my fault. I'm sorry."

"Ben, this isn't your fault," Jen smiled at him as he looked to his sister. "This could have happened to anyone. It's just dumb luck that it happened to us. And even if it is your fault, I wouldn't give you any flack for it. This past month has been pretty much the best month of my entire life. I wouldn't change a thing about it and there's no one I would want to spend it with more than you. You're the best brother I could've ever asked for. And rest assured, we're going to get out of this and we're going to kick alien butt. Trust me."

Ben smiled at her. "I would hug you right now if I wasn't restrained. You're the best sister I could ever ask for and I love you."

"I love you too, bro," Jen said, smiling at him.

"Prepare for takeoff," Vilgax stated. "Once we're in orbit, I will finally have the pleasure of destroying this miserable planet once and for all."

* * *

The Rust Bucket zoomed up to see the Chimera Wrath preparing for takeoff.

"There's the spaceship!" Gwen said.

"We have to get aboard," Max said.

"Get aboard? How?"

Max smiled as the radio shifted into the dashboard and a control panel appeared in its place. He pressed a button and the Rust Bucket suddenly shifted. The sides of the bumper shifted outwards and the grill glowed green as it started picking up speed before shooting off of the hill.

Gwen screamed in horror as they closed in on the spaceship.

On the opposite side of the ship, Scarlett and Ryu used their swords to cut a hole in the frame of the ship and burst inside with a glare as they snuck through the halls as Scarlett glared.

"I can use my badge to track down Jen," she explained as they followed her signal, rushing through the ship halls, slashing and burning any drone they came across on the way, leaving absolutely no one untouched or functioning.

* * *

Vilgax activated an energy sword and approached the helpless twins, focusing on Ben first.

Jen gasped as she sighed.

"Okay, Jenny. You must have seen The Incredibles 10 times at this point. How did Violet do it again?"

She gulped as she gathered her energy and summoned a forcefield around herself and her cuffs and started rotating forward and backward, building up momentum to break free of the electric bonds as Vilgax was distracted.

As Vilgax brought the sword up to Ben's arm, the Rust Bucket burst through the wall, rolling over some Bioids and slamming into Vilgax.

On the other side of the door, Scarlett and Ryu slashed the door open and rushed in.

"Grandpa!" Ben said as Jen focused on getting out.

"Allow me," Scarlett said as she brought out her sword and gently slashed open the cuffs that were holding her down.

"Thanks, Scarlett," Jen said, rubbing her wrists. Ryu walked up to her and sighed. "Who's this?"

"I would like to introduce you to Ryu Hayabusa, one of the finest generals of my army. He is one of my most loyal soldiers and one of the most merciless warriors you will ever lay eyes on."

"Pleased to meet you," Ryu said, giving a bow to her.

Max stepped out of the Rust Bucket and charged up the cannon, glaring at Vilgax.

 _"Warning, hull breach. Power surge!"_ the Bioid reported.

"Get your claws away from my grandkids, Vilgax!" Max shouted.

"Grandpa?" Jen asked.

"Tennyson!" Vilgax glared.

Max fired the cannon, sending Vilgax barreling through several walls and doors, before dropping it and rushing to his grandson.

"Grandpa, you know this guy?" Ben asked as Scarlett and Ryu kept their swords drawn at all times.

"It's a long story," Max said.

Suddenly, green and pink energy started seeping out of the Omnitrixes and up the twins' wrists as they gulped.

"I've got a bad feeling about this," Jen said as her figure suddenly shifted into Diamondhead and Ben into XLR8, then into Battlefly and Diamondhead and finally into Firefly and Wildmutt.

"Hey! What's going on!?" Ben shouted between shifting forms.

"The power surge must have affected the watches," Max suggested as Ben morphed into Four Arms and broke out of the containment device before joining his sister in battle as they, Scarlett, and Ryu stood back to back on all sides.

Gwen stepped out and saw tons of drones swarming the group and gasped.

"Look out!"

"Ryu, battle formation Inferno!" Scarlett shouted as he nodded.

They both let out battle cries as they sliced through the drones as they showed up around them before Scarlett swept her hands out and fired magic energy waves at the drones, destroying them.

Four Arms threw a punch at the drones before transforming into Ghostfreak and phasing through them.

Firefly tried to throw her own clawed punch, but she transformed into Blossom Rose at the last second and broke through with a vine snared punch.

"Oh man," Ghostfreak said as they looked to each other.

"This is not good," Blossom Rose said.

Suddenly, Ghostfreak shifted into Grey Matter and Blossom Rose shifted into Frostblight and they crawled inside a drone before it discharged electricity and tons of icicles shot out of it.

"A little alien know-how and the toaster is toast," Grey Matter said.

They then jumped out of it before transforming into Upgrade and Wildcat respectively and Upgrade merged with a drone.

A drone had Gwen in its scope range and was about to blast before Ryu stabbed it with his dragon sword and kicked it aside as he helped her up.

Wildcat growled as Upgrade transformed the drone he merged with into a bladed flying machine.

"Try picking on someone your own size!"

He flew around and destroyed most of the drones that came close to him before he demerged with that one and Scarlett blasted it with two heat beams from her eyes that caused it to blow up.

Wildcat clawed down some of her own drones before ripping out the wires with her teeth as she stood side by side with her guardian and she threw some daggers at more drones, destroying them as well.

None of them realized that in the ensuing chaos from the battle, the Chimera Wrath was falling out of the sky due to the autopilot mechanism being destroyed.

"We've got to get this ship under control!" Max exclaimed before running off.

"You can fly a spaceship?" Ben asked.

"At this point, nothing surprises me," Gwen said.

Max typed in the commands at the control mechanism, without realizing that Vilgax had recovered and stood next to him. He suddenly grabbed his collar and tossed him towards the gaping hole in the ship's frame. He then pressed his foot down on him while Max struggled to push it back up.

"Grandpa!" Upgrade and Gwen shouted while Wildcat mewled, worriedly.

Vilgax smirked underneath his mask while holding Max down, his hair blowing in the wind. "Your weapon won't help, Tennyson. As you can see, I'm much stronger than in our last encounter.

 _"NO!"_ Upgrade shouted as he and Wildcat ran up and tackled Vilgax out of the hole in the ship and they all went hurtling down towards the ground.

"I'm on it!" Scarlett shouted as she leaped out of the hole and and shot down towards the two, using her wind powers to blow the air back behind her so she could pick up speed.

Upgrade used his semi-fluid like body to inflate into a parachute to save himself while Vilgax crashed down into the ground.

Scarlett finally caught up to Wildcat before grabbing her and pointing her hand at the ground and unleashing a massive amount of wind to slow their crash as they landed on the George Washington head of Mt. Rushmore. As this happened, the twins morphed into Ripjaws and Needle Mouse respectively.

"Sometimes I hate this watch," Ripjaws wheezed as he gasped for water and Scarlett held out her Keyblade for him to grab onto.

* * *

Max, Gwen and Ryu were still trying without success to get the Chimera Wrath under control as it careened out of the sky.

"We've got to get out of here!" Max said as they looked towards the Rust Bucket as Ryu sighed and face-palmed.

"We're doomed."

"I wouldn't say that," Max smirked.

* * *

Scarlett and Needle Mouse stood at Ripjaws' side as he wheezed in the blazing sun as he struggled for breath.

"Can't... breathe... Need... water..." he croaked out as they all saw a smoking trail behind them as Needle Mouse face-pawed herself.

"This guy just won't quit!" she shouted as she fired tons of quills and energy bolts at him, which he just brushed off as he landed on the head.

"You are two slippery little fishes, children," he said as he reached for Ben's Omnitrix. "But no longer."

Suddenly, Ripjaws vanished with a ripple. Vilgax looked to his side to see XLR8 smiling alongside his sister.

"I think we can still give you a run for your money," he said as Needle Mouse morphed into Diamondhead and stabbed the ground and a ton of crystals shot out of the ground and crashed into Vilgax as he shattered them with his brute strength.

Vilgax glared as Scarlett and Diamondhead glared as Scarlett lit her hands up in fire.

"You can't hide from me forever, boy!" he boasted as they saw a dust cloud running all around the mountain as XLR8 smirked from underneath his visor.

"I'm not planning on it! Peekaboo!" he shouted before colliding with Vilgax's leg... without the alien warlord even budging as he rubbed his head as Scarlett glared at him. "I'll be feeling that tomorrow..."

"What kind of heartless creature are you to threaten the lives of two innocent children?!" Scarlett shouted as she ran up and gave several punches to his body, actually hurting him thanks to her enhanced strength as she shouted out with each one.

"You're a passionate one, Queeny," he said, referring to Scarlett's crown as he gave out a huge punch to her gut, causing her to slide on the ground as her eyes bulged at that and she spat out, revealing some blood from her system as she glared.

"This guy's tough. But me and my team have taken out tougher... together," she said.

"Well the rest of your team isn't here right now, lady," XLR8 said.

Vilgax glared as the steroid pumps in his arms activated and his arms inflated with major amounts of muscle and he slammed his arms down into the head, causing the Theodore Roosevelt head to crumble as XLR8, Needle Mouse and Scarlett dodged each of his swipes, Scarlett moving a bit slower as she had difficulty breathing from the impact.

Scarlett groaned out as she held her stomach in pain as she sat down on the head to catch her breath as she watched helplessly.

"You can't escape me!" he shouted as XLR8 dodged and tried to go in and slam his elbow against Vilgax, but he caught him and tossed him into his sister as they landed in a crater in the mountain.

Suddenly, Diamondhead came out of the dust as Mermaid was left wheezing in the crater they left as Scarlett went to her and poured a bottle of water over her gills and laid her down in her lap until she transformed again.

Diamondhead shot out several crystals at Vilgax. "Special delivery!"

The crystals shattered against Vilgax's skin and he brawled with Diamondhead as he landed several blows against him, but doing no damaged as the punches wore his arms down to the bone and he groaned out.

"Oh man, should've seen that coming," he said.

Vilgax grabbed his head and slammed him down into the mountain before he punched down again. Luckily, Ben morphed into Ghostfreak and the punch phased through him.

Mermaid suddenly morphed into Four Arms and she punched Vilgax repeatedly with a bunch of energy punches before Scarlett chipped in with a flamethrower from her hands as she shouted out in effort as her nose started bleeding from the intense pressure she felt.

"Sometimes I love this watch!" Four Arms said as Ghostfreak grabbed his sister and her guardian and phased them down into the mountain.

Vilgax released the pressure from his steroids and suddenly looked up as his ship flew overhead and then finally crashed down into the woods as the Rust Bucket drove along its perimeter.

"You may want to hold on to something. This may get a little bumpy," Max warned as Gwen braced herself as Ryu followed suit.

They crashed through several walls and destroyed several Biods before finally crashing over the top as Gwen screamed in terror.

Ghostfreak phased out of the wall as the watch symbols started beeping down Four Arms gasped.

"No! No! NO!" she shouted before a flash of red and purple light flashed out and they were rendered back to human form. They then ran over to the wreckage of the Chimera Wrath to find their cousin and grandfather.

"Why do I get the feeling this isn't over?" Scarlett asked as she ran alongside them.

Max recovered as he groaned from his sore joints as he looked to his granddaughter.

"You okay?"

Gwen groaned.

"At times like this, going back to school doesn't seem like such a bad idea."

They heard a rumbling as Ryu got out of the Rust Bucket to investigate before they saw Vilgax walk out of the dust cloud and Gwen gulped in fear.

The twins and Scarlett ran over to the Rust Bucket to see it absolutely trashed. They ran inside to investigate but didn't see either their cousin or grandfather.

Scarlett went on the other side and gasped once she found Ryu severely injured on the side of the Rust Bucket with several lacerations and a broken leg. She then went to his side and activated her healing magic from her Keyblade.

"You okay?" she asked.

"I'll be fine... but I don't know about the others."

The twins gasped once they saw Vilgax holding an unconscious Gwen and Max hostage.

"Let her go!" Ben shouted.

"It's your choice. You or them."

"Do you think we're stupid or something?" Jen asked. "We know better than to trust you with something like that."

The twins tried several combinations from their locked Omnitrixes, but then, the least expected thing happened. The Omnitrix hourglasses turned morphed into an X and spun around rapidly from both of them. Suddenly, a green and pink energy started snaking up their wrists.

Scarlett gasped as they looked themselves over.

A green and black metallic alloy for Ben and a pink and white alloy for Jen started to materialize on them from their wrists down as Jen looked herself over.

"Whats' happening, bro?" she asked as the alloy reached the suit and a pink Omnitrix symbol appeared on her chest that materialized around her and the same happened to Ben.

"I'm as clueless as you are, sis," Ben said, confused as a green visor appeared over his face.

The transformation finished up as they looked themselves over. They wore two suits almost identical except for color. They consisted of a colored dark green/light pink bodysuit that went from torso to pelvis. Their shoulders and gloves were dark green/light pink as well with black/white streaks on the shoulder-blades. The chestplates, legs and buttocks are colored white/black and had the Omnitrix symbol beneath their chest with green/pink belt buckles on both sides that link to the life support pack on the back. The helmet have a large pink/green visor.

Jen smiled as she looked over the suit and Ben smiled.

"Okay, now this is awesome," he said as Jen smiled.

"You know it," she said as she looked over her shoulder. "But can you tell me, does this suit make my butt look big?"

"Not at all," he smiled. "You look so cute in that."

"You too, bro," she said as they got their game faces on. "But admiring in the mirror will have to wait. Let's take this guy out!"

Vilgax dropped Gwen and Max as they engaged in a battle.

Ben dodged his swipes and landed a hard blow on him as he stumbled back, surprised by how that hit him.

Jen smiled as she leaped over her brother and landed a hard kick to his face as well as they glared at him.

"This is awesome!" she cheered as the twins ran in, their speed and strength enhanced by their new armor spawned from the Omnitrixes as they landed blow after blow on him before he suddenly surprised them before Jen landed two energy-charged punches at him, which knocked him back into the ship as he glared down at them.

"This isn't over!" he shouted as Scarlett ran up, still feeling dazed from the beating she took against Vilgax as they looked out.

"He's going to be back," Scarlett told them. "Nothing is going to stop him from going after the Omnitrixes."

"I wouldn't count on it," Max said as the camera shifted to the Chimera Wrath as a red light started flashing inside of it.

"No! The auto-destruct sequence has been initiated!" he shouted. He ran at the controls to try to stop it, but they sparked and exploded.

"Tennyson! You are the thorn in my side!" he shouted as the Chimera Wrath exploded with him in it as the debris fell out of the sky.

They all braced themselves, but found themselves unharmed as Jen generated a forcefield around as the debris landed around them.

She smiled as she and her brother each hit their Omintrix symbols, which deactivated the armor as they smiled as they stood on a lone pillar in a crater.

Scarlett's watch beeped.

"Wish we could stay for this but... I think I'm just going to let you have a family moment. Later," she smiled as she activated a portal and she and Ryu left the Tennysons to their business.

"Not bad for a doofus," Gwen said to her cousin as he smiled.

"Grandpa... we need to have a talk," Jen said as they looked up.

"A long one," Ben agreed.


	14. Truth

_*Flashback*_

 _It was late at night at a nuclear missile testing site. A golden energy suddenly shined down on three of the missile pods and the missiles rose up from their silos as the guards on the inside noticed and panicked. A red light shone throughout the area as an alarm sounded out._

"Security breach! Red alert!"

 _"I didn't authorize any launch," the lead officer said. "Abort! Abort!"_

 _"We're not launching the nukes, sir!" the operator exclaimed. "Something's pulling them out of their silos!"_

 _The missiles rose up to the Chimera Wrath as the soldiers looked on in a state of shock. An explosion occurred near them and two of Vilgax's drones came out of the smoke. They fired their beams at the soldiers, knocking them out cold._

 _A younger and less bulked up Vilgax walked out of the smoke and observed his handiwork before two blue beams burst out and destroyed one of his drones and blasted Vilgax back before he glared at them._

 _"_ You _," he growled._

 _The camera revealed two men wearing blue suits with blue helmets and visors with a heavy artillery weaponry._

 _"It's over, Vilgax! You're going down!" one of them announced._

 _"Many have tried, none have succeeded!"_

 _"Until now, slimeball!" the apparent leader said and he ran towards him._

 _"Phil, wait, stop!" the other one said._

 _Phil fired his blasters at Vilgax, sending out tons and tons of energy bolts. But Vilgax jumped up to dodge them and immediately landed a jump kick to his head, knocking his helmet off, revealing his black hair and chiseled, handsome face_

 _The other soldier aimed his gun at the alien warlord carefully. Unfortunately, Vilgax had Phil locked in a headlock and the other one was caught between a rock and a hard place. Vilgax aimed his blaster at Phil's head._

 _While this predicament was happening, the other drone was at the computer on one of the missiles and hacked into it, initiating the missile launch._

 _"Back away or watch one of your cities be destroyed!" Vilgax threatened as the ceiling of the facility opened and prepared the missile launch_

 _The other soldier looked on in shock as Vilgax aimed his blaster at him._

 _"Put the weapon down! Now!"_

 _The soldier sighed as he dropped his blaster and put his hands up._

 _"You can't just let him get away!" Phil shouted._

 _"Never said I would, kid," the soldier said as he shot out his fist, revealing a hidden blaster strapped to his wrist that blasted Vilgax, knocking the weapon out of his hand and sending it sliding across the floor._

 _Phil took advantage of this and elbowed Vilgax in the face, freeing him from his grip and he pushed him back towards his drone._

 _Unfortunately, the drone finished activating the launch as the coding turned from red to green._

 _"You're too late."_

 _"Wrong. My timing's perfect," the soldier boasted as he kicked his weapon into his hand and fired, revealing a sort of sticky gel that stuck Vilgax and his drone to the missile as it was launching. Vilgax struggled to get free, but it was too late as the missile left the facility._

"NOOOOO!"

 _"What are you doing?!" Phil asked as the other soldier removed his helmet, revealing himself to be a younger Max Tennyson with red hair._

 _"Sending Vilgax out with a bang," Max said._

 _"Tennyson!" Vilgax growled as the missile collided with his ship, causing a massive explosion, seemingly destroying everything it came into contact with._

* * *

 _*Present Day*_

"...And then kablamo," Max finished his story as his grandchildren were listening. "No more Vilgax... or so I thought. Until today."

"Whoa!" Ben said, amazed at the story.

"You were a hero?" Jen asked, stars in her eyes.

"I was just a guy doing a job."

"Excuse me," Gwen interrupted. 'But exactly what was that job?"

"We called ourselves the Plumbers. Officially, we didn't exist. We were the guys who fixed the guys no one else could: extraterrestrial, extrasensory, extraordinary."

"So that chamber you brought us to back at Mt. Rushmore..." Gwen started.

"Was an old Plumber base," Max confirmed.

"So all this time me and Jen have been going hero... we've been following in your footsteps!" Ben realized.

"We're Plumbers in training!" Jen said as she and her brother hugged tightly.

"And you knew about the Omnitrixes the whole time?" Gwen asked.

"Not really. Just rumor and scuttlebutt. I was as surprised as you guys when they turned up on the twins' wrists."

"You always told us that you could tell us anything, Grandpa," Gwen said. "Guess you couldn't do the same."

Jen then got a concerned look on her face as she looked to her grandfather.

"Do our parents know who you really are?"

"No," Max said. "I never told either of my sons what I really did. As far as they were concerned, I was just an ordinary plumber."

Max then pulled the Rust Bucket over onto the side of the road once some emergency vehicles pulled up behind him, blaring their sirens out.

"Alright! Could be a chance for the Plumbers to go back to work!" Ben said.

"Ugh," Gwen said. "You should start by unclogging that hairball from your brain, Mr. Plumber."

"You're just jealous because you're not apart of the family business," Ben said, sticking his tongue out.

"There is no family business," Max said. "My hero dies were over a long time ago."

"Well, our's are just getting started," Ben said as he and Jen stepped out.

"And we've kind of been planning for the world to know the two behind the aliens that have been showing up," Jen said.

"Oh no! Don't even think about-" Gwen began.

"Relax, we're not really going to reveal who we are. Our Omni Suits serve as a perfect foil for our identities. It will reveal that the alien appearances are really just two heroes and our identities will still be top secret," Ben said as he activated his Omnitrix and donned his green biosuit while Jen donned her pink one as they both fist-bumped.

"It's hero time," she said.

"Let's XLR8 out of here," Ben said as the pair slammed their watches before turning into... Ripjaws and Blossom Rose. They looked in the rearview mirror of the Rust Bucket to see their disappointment.

"Ripjaws! What a ripoff!"

"What good is a plant in a dress supposed to do in an emergency!" she whined.

A firetruck passed by them and Blossom Rose shot her vines out of her fingers as she grabbed her brother to hitch a ride.

* * *

The firetruck arrived at a building that resembled a city hall. The firefighter popped up and the owner of the building walked up, concerned to him.

"There's some kind of weird creature inside tearing up the place!" he explained to the fireman.

It suddenly started to rain all around them. They looked up to see Ripjaws holding up the running fire hose to soak up the water as Blossom Rose sighed in relief.

"Sorry, we just needed to moisturize."

"Stand aside boys. Mulder and Sculley aren't around, so I believe the supernatural are our jurisdiction," Blossom Rose said as she smiled. "Who are we? Give us about... 7 minutes to find out."

They then walked up to the door as Ripjaws bowed to his sister.

"Ladies first," he said.

She opened the door and they both got on their guard as they walked in.

"Okay, who's the punk giving us creatures a bad name?" Blossom Rose asked.

They then heard a growling as an alien with a red exoskeleton and black claws roared at them... and they realized it was only about 2 feet tall.

The two then snickered and laughed in hysterics at how minuscule the creature was and Blossom Rose's sides started hurling.

The alien, it's feelings hurt, picked up a rock and tossed it at Ripjaws and it struck him in the head, stunning him.

"You picked a bad day to be an alien, pal," Ripjaws said.

The two lunged at the alien, who jumped out of the way and they slammed into the fountain as the alien stuck its tongue out at them. It then leaped into the fountain and guzzled a ton of water and spat it back out at the twins, who just absorbed it given their current alien forms.

"That's just a breath of fresh air for us," Blossom Rose said. "You're just watering a plant right now."

* * *

The Rust Bucket pulled up to the building and Gwen and Max exited the vehicle.

"Anyone see a giant walking fish and plant walk through here?"

* * *

The twins continued chasing the alien walk through the hallowed building as Blossom Rose put her hands on her dress and sighed, catching her breath as she and her brother split up.

Blossom Rose backed up slightly, looking for the alien and she suddenly backed into a man with black hair and a slightly grizzled face wearing a blue suit with heavy weaponry and they gasped.

"Who are you?!" They both exclaimed. "Who am I? Who are you?"

The man then used his blaster and fired at Blossom Rose, knocking her back into the desks and she breathed out as she fell into unconsciousness.

"Today's my lucky day. Two aliens for the price of one," he said. "Just sit tight, Rosebud. I'll be back in a minute."

He then chased the alien again, blasting his weapon at him and missing as Ripjaws snuck up to his sister and briefly patted her cheek as she groaned and he dropped a pitcher of water on her and her pores instantly soaked it up as she looked up at her brother and smiled.

"Thanks, bro," she said in relief.

"You gotta love room service," he said to her.

The man looked around cautiously. Unfortunately, the alien pushed a bookshelf on him, knocking him out as he groaned.

Fortunately, sneaking in the darkness, Blossom Rose wrapped the alien in vines and Ripjaws slammed a metal crate on top of him.

"Not bad for a rosebud," Blossom Rose said with a smirk as the Omnitrixes started beeping down and they transformed back into their armored forms.

"Um, gotta go," Jen said, mimicking Blossom Rose's voice.

"Are you sure? You promised that you would show the media-"

"That'll have to wait for another day. We've to got to split," she said.

They then walked off, right before encountering their cousin and grandfather.

"Are you two alright?" Max asked as the twins removed the helmets from their battle armor and sighed as the pressure released.

"Barely," Ben said as he held his helmet under his arm.

"As if the rogue alien wasn't bad enough, some nutjob in here nearly roasted us," Jen said as she held her helmet under her arm.

The man then recovered as he rubbed his head, sore from where the bookshelf landed. The twins quickly deactivated their armor before he saw them. He looked over and his face beamed as his eyes landed on a familiar face.

"Max?" he asked.

"Phil!" Max realized as he walked over and the two old friends hugged each other tightly.

The kids then looked on in shock at the two.

"You know this guy, Grandpa?" Ben asked.

"You can say that," Phil said. "We used to be partners back when this guy was still a Plumber."

"Nice to meet you," Jen said as she walked over and shook his hand as her brother followed. "We're his grandchildren. I'm Jen. This is my brother, Ben."

"Pleasure," he said as he shook their hand. "And who's this young lady?"

"I'm their cousin Gwen," Gwen said as she shook Phil's hand as well.

* * *

They exited the building as the twins morphed back to their normal attire. They then saw Phil packing up his blue car and the captured alien as he put his weapon inside.

"Yeah, she's not much to look at," Phil admitted. "But it's better than that old Rust Bucket of an RV you used to drive."

"So, how are you?" Max asked.

"Pretty good considering I just bagged a Havok Beast," he said. "Seems like old times."

" _You_ bagged it? It was Blossom-" Jen started before Max stopped her and walked over to his old partner.

"Havok Beast, huh?" Max asked. "I haven't seen one of those since the one we caught terrorizing Denver years ago."

As he said this, the Havok Beast rumbled around in the safe before Phil closed the trunk on it.

"Yeah, well, good thing I was around. You know, once a Plumber, always a Plumber," Phil said. "You ever think about getting back in the game, Max? You know, relive the glory days?"

"No thanks," Max said. "I'm retired. And so are the Plumbers."

"Yeah, thanks to you," Phil said. "Once you put Vilgax out of the picture, the work just seemed to dry up."

"I'm just doing my job."

"Yeah. Anyway, looks like things are picking back up again. I'm starting my own freelance Plumber business."

His eyes then suddenly shot to the Omnitrixes around the twins' wrists and his eyes beamed.

"Wow. Cool watch. They look so familiar."

"They ought to," Ben said. "They're the Omni-"

Max then pushed his grandkids away to keep them from revealing their secret. "Okay, we need to go. Nice catching up with you, Phil. Happy plumbing."

* * *

"I don't get it," Jen said as they drove down the road in the Rust Bucket. "How come you didn't tell Phil about the Omnitrixes?"

"That's on a need-to-know basis only, guys," Max said. "The less people need to know, the better."

"Guess that's your answer to everything, isn't it, Grandpa?" Gwen asked.

"Hey," Ben said as an idea came to his head. "Why don't we start up the Plumbers again? Us, you and Phil? We'd be super alien butt-kickers!"

"Ben, I'm flattered you appreciate what I did, but you can't bring back the past."

Suddenly, the computer system suddenly started ringing and Phil's image showed up.

 _"Max,"_ he said. _"If you're out there, I need help. Two Vulpinmancers tearing up a meat factory plant on Highway 44!"_

Phil then hung up as Max got a surprised look on his face.

"Vulpinmancers?"

He then made a legal U-Turn and headed towards Highway 44 to deal with the problem.

"Alright! The Tennysons are back in Plumbing business!" Ben cheered.

"Face it, Grandpa," Jen said as she smiled. "It's our destiny to be Plumbers someday."

Max could only sigh as he drove on.

* * *

At the meat factory, the Rust Bucket parked close by and the Tennysons walked out before hearing a deep beastly growling from the inside and Gwen looked on nervously.

"I really don't like the sound of that," she said as her family walked in slowly towards the factory as the twins clutched their fists, ready to activate their armor at any minute.

They walked into the slaughterhouse to find Phil struggling to get up.

"Phil!" Max said as they walked towards him and helped him up.

"Max," Phil said. "Thank goodness you showed up. Two aliens, nasty. We're going to need a bit of that old magic."

"No worries," Jen said. "We're on it."

They then heard the growling intensify as they looked over to see two creatures that looked eerily similar to Wildmutt, but far more beastly with gaping mouths always open, showing their beastly fangs and long animalistic tongues.

"Friends of yours?" Gwen asked as the twins readied themselves for battle.

"Wildmutts!" Ben exclaimed. "Maybe I can talk with them."

"Ben-" Max warned, but it was too late and Ben slammed the core down.

The watch sank into his wrist, causing his veins to pulse and expand rapidly, until they reached his eye, which he clenched shut. When he opened them again, they were fully orange. Afterwards, orange fur sprouted all over his body, his teeth turned to fangs and he grew three gills on each side of his collar. He stretched his three-fingered paw out and it sprouted black claws. The watch's symbol was on his shoulder pad and he let out a roar as the transformation ended.

"That's why I recognize those watches," Phil said. "They're the Omnitrixes."

Wildmutt then nodded before walking over to the other Vulpinmancers and growled softly, only for the two aliens to roar in his face and start chasing him around the slaughterhouse as Jen rubbed her temples, annoyed from all the roaring.

"What exactly did he say?" she asked.

"Vulpinmancers were never big for small talk, even with their own kind," Max explained.

"Fine," Jen said as she activated her battle armor. "Never send a mutt to do a woman's job."

Wildmutt sensed that one of the Vulpinmancers were about to pounce on him and he leaped onto a chain to safety as he hung onto it as Jen tackled the other Vulpinmancer, her strength, speed and endurance enhanced by her battle armor as she punched him in the face to stun it.

"Bad dog!" she shouted. "Very bad dog!"

She then surrounded it in a forcefield before tossing it aside to stun it before the other Vulpinmancer tackled her and tossed her onto the conveyer belt that lead to the meat shredder as she gasped once she realized where she was. She tried to get up, but the Vulpinmancer had her pinned to the belt as it advanced towards the shredder and incinerator.

"I'm done for!" she shouted before Phil rushed over to the controls and quickly stopped the belt before Wildmutt ran in and tackled the Vulpinmancer off of his sister as he growled at her. "Good dog."

She then smiled and hopped onto her brother as he leaped off of the belt and she smiled at Phil.

"Thanks for saving me."

"What are partners for?"

The group then rushed for the exit, only to stop when they caught in the crossfire of the Vulpinmancer that Jen tossed aside. They tried to turn around, only to come face-to-face with the other Vulpinmancer.

"We're surrounded!" Max shouted.

"Don't suppose you'd consider becoming vegetarians?" Gwen asked pathetically.

They were about to attack, but a sonic screech sounded throughout the room. The frequency was enough so that humans couldn't hear it, but Vulpinmancers, Wildmutt included, could and they were incapacitated by the sound.

Phil held up a sonar device that emitted the screech and he nodded.

"Sorry about that, Ben. Only way to bring down a Vulpinmancer."

"Yeah," Max said. "Lucky for us you had a sonic pitch whistle with you."

Wildmutt whimpered and growled before the Omnitrix timed out and he turned back to Ben as Jen deactivated her armor and she patted his shoulder.

"So, the stories are true," Phil realized. "The Omnitrixes really do exist. Hey Ben, Jen, pretty good moves out there. They remind me of your grandfather back in the day."

"Really?" Ben asked admiringly.

"I guess the apple really doesn't fall far from the tree after all," Jen said, beaming.

"Phil, look out!" Max warned as the Vulpinmancers went into a frenzy and swatted Phil aside before one of them crushed the whistle under its paw. Max ran over to a forklift and engaged it into drive. "Why don't you pick on someone with more meat on his bones?"

He then rammed the forklift right into the two alien mutts and jumped out before it crashed into one of the coolers. He recovered and saw them running towards him and he quickly pressed the switch that shut the fridge with the Vulpinmancers inside.

"Just like old times, eh?" Phil asked, sticking his hand out to his old partner. "I think this is going to be the beginning of a new partnership."

Max could only look at the hand, unsure.

* * *

"It's fate that we all met up," Phil said back at the hotel he was staying at. It was a luxury suite that was enough to house 10 people if necessary. Ben was stuffing himself silly with the room service tray, while Jen was looking over his film collection and Gwen was reading in a rather comfy chair.

"Nifty suite," Max said. "It must have cost a pretty penny."

"Just a little thank you I negotiated with the manager for helping with his alien problem. And trust me, this is just the tip of the old alien iceberg. You know, kids, you two would make great Plumbers?"

"We would?" Jen said, looking up with a smile as her brother gave a thumbs up.

"Sure. Two real chips off the old block. We'd all make a great team. With your powers, Max's experience and my instincts, we'd be a an unstoppable team. What do you think?"

"I think that it's a strange coincidence that for a hyper weasel and two mega mutts to show up on the same day," Max said.

"Aliens. Go figure."

"He does have a point, Phil," Gwen said.

"I hate to second-guess you, but I think I agree with Gwen on this one," Jen said, shrugging her shoulders.

"I need to get some fresh air," Max said before he left the room.

Phil scowled for a bit before he turned to Ben. "Hey kids, order whatever you'd like off the room service menu," he said before following his old friend out.

" _Now_ we're talking!" Ben said as he went back to admiring the food.

"Is that shrimp cocktail? I love shrimp cocktail," Jen said as she dipped the shrimp in the sauce before munching on it.

"Something's going on that Grandpa's not telling us about," Gwen said. "Come on."

"And pass up free room service/ No way, I'm staying here," Ben said.

The girls then smirked as they got an idea.

"Yeah, you're right," Jen said, crossing her hands and smirking innocently. "It's probably some top secret Plumbers mission. Perhaps it's better if the three of us just stay out of it."

Ben then shot his head up at the suggestion before turning to his sister and cousin.

"I...guess I could take a look for the hell of it."

"That's my bro," Jen said, ruffling his head.

* * *

The kids burst out of the hotel room and looked around and saw neither hide nor hair of either their grandfather or his old partner.

"No sign of Grandpa," Gwen said.

"Or Phil," Ben said.

"But where would they go?" Jen asked.

Gwen then got a suspicious look on her face. "If Grandpa thinks that alien weasel and those space mutts are connected, there's only one place around here to check out."

"Mt. Rushmore," Ben agreed as Jen nodded and slammed her Omnitrix down as she morphed into XLR8. She then whipped her tail and slung her cousin on it as Ben turned into his own XLR8 form.

"Hang on," XLR8 (Jen) said. "Pedal to the metal."

They both then sped off towards Mt. Rushmore.

* * *

At Mt. Rushmore, Max opened a chamber to a secret room in the underground Plumbers base. Unfortunately, he discovered that the object he was looking for was gone, in its place was just an empty socket.

"Looking for something?" a familiar voice asked him.

Max turned around to find Phil twirling a gun-shaped device with a sphere at the end of it, a smug smirk on his face.

"The Null Void Projector," Max said. "I thought all those aliens looked familiar."

Phil could only smile mischievously.

"You stole the Null Void Projector to release all those aliens we caught back in the old days."

"You were always too smart for your own good, Max. But wanting to not joining up with me? That was just plain dumb."

"Why are you doing all this?"

"Job security. I release an alien, then get some hotel manager or mayor or whoever to pay me to catch it. Easy money."

"I'm not going to let you get away with this."

"Yeah, I figured you might say that. Too bad, too. We would've made quite a team again." Phil then fired the Projector, releasing a golden light from the sphere, which Max dodged. The light then opened a portal and out stepped a monstrous alien with a green exoskeleton, clawed hands, a mouth filled with fangs, and four spider-like legs.

Max looked on, horrified.

"And don't worry. I'll be sure to tell the twins that your last words to me were how you wanted them to follow in your footsteps as my partners."

The alien brought its claws down on Max, but a blue and black blur suddenly sped by and Max disappeared from view.

"What the-"

The blur then reappeared behind him as the twins showed up with Max safely by their side.

XLR8 (Jen) lifted her visor, a disappointed look splattered all over her face. "You're no Plumber. You're nothing but a fraud!"

"We really looked up to you, too!" XLR8 (Ben) said.

"Guys, listen to me," Phil said. "We don't need your grandpa. We could start back up the Plumbers again. Just the three of us."

"Forget it!" XLR8 (Jen) spat. "We never abandon family!"

"And there's nothing you can do to change our minds!" XLR8 (Ben) added.

"Sorry to hear that."

The alien then pried his claw from the ground and roared ferociously.

"Say hello to an old friend: a Wigsilian Org Beast."

The Org Beast then advanced towards the group, who looked on nervously as Phil made a break for it as he opened the back door to the chamber.

"I'd love to stay but I've got lots of work to do," he said as he escaped.

The twins then got their grandfather out of the way of the Org Beast's attacks before advancing on it themselves and bringing on their own raipd fast attacks, which seemed to do no damage.

Max then ran for the cabinets to find some kind of weapon to help his grandchildren. But he was unsatisfied with what he found in each one. "Where is it? Where is it?!"

"Hey Grandpa, could you pick up the pace?" Jen asked, dodging a ground pound.

Suddenly, the watches started beeping down and the twins gulped as the Org Beast threw a plank of wood at them as they timed out.

"...because we sure can't," Ben groaned.

"Got it!" Max said, picking up a grenade. He tossed it at the Org Beast and it released a green gas that knocked the beast out once it inhaled enough of it. He then ran up to the twins and helped them up as they rubbed their heads, sore with pain.

"Where's Gwen?" They all asked.

* * *

Said redhead was investigating Phil's car that was parked underneath the Rust Bucket.

She then saw the elevator light up and she hid inside the car as the traitorous Plumber exited the elevator and got in his car, throwing the Null Void Projector into the passenger seat.

"And who says crime doesn't pay?"

He then exited the Plumber's base in his car, completely unaware of Gwen hiding in the passenger seat as she looked on nervously.

The Rust Bucket followed him, hot on his trail as the twins fastened up their seatbelts.

Max pressed a button on the dashboard and the drive shaft was replaced with a shaft used for airplanes. The radio antenna retracted inside the RV and two thrusters opened up out of the back of the roof and two brakes out of the rear of the vehicle. The thrusters heated up and the RV shot off as the twins could barely handle the speed.

"So, how many aliens did you store in that Null Void thingy?" Ben asked.

"At least a couple hundred," Max said. "But it's a portal to another dimension. In theory, it could have millions inside of it. Some of them might not even be from this universe! If Scarlett's presence is any indication, other dimensions entirely separate from ours could very well exist with alien species that may not even exist in this one."

* * *

In Phil's car, the traitorous Plumber was completely oblivious to Gwen as she eyed the Null Void Projector as she nervously shot her hand out to pick it up.

Sadly, Phil noticed her in his rearview mirror and he shot his hand out and grabbed the Projector just as Gwen did and the two struggled for it. "Oh no you don't!"

Fortunately, a truck came passing on the other side of the road and Phil broke the struggle and gave a sharp turn to avoid it.

Gwen went flying back into the back seat with the Projector in her hand. She then rolled down the window. "Better start thinking about a new line of work, because this thing is going bye-bye!"

Phil glared and slammed on the brakes, causing Gwen to lose her grip on the Projector. Phil smirked as he pressed a button on the steering wheel, which then glowed with a light.

 _"Autopilot engaged."_

Phil then unbuckled his seatbelt and resumed the struggle with Gwen for the Projector. Unfortunately, the Projector activated and opened a portal to the Null Void just as the Rust Bucket came pulling up behind them.

"You're right," Phil smugly said to Gwen. "We could use a distraction."

A grey beast came out of the portal with a wide gaping mouth full of fangs, a pair of bat-like wings, and some tentacles flowing behind it as it growled and came flying by.

"Something tells me that's not the state bird of South Dakota!" Ben said.

The beast then crashed onto the Rust Bucket and glared as the twins activated their battle armor and glared as Ben dialed in his desired alien.

"I need some muscle to beat this thing! Four Arms of muscle!"

He then slammed the Omnitrix and transformed into...

"Grey Matter? I said muscle, not miniscule!"

"Oh for the love of Pete!" Jen shouted as she ran for the chest and instantly brought out her plasma cannon that she got from Rojo before she slung it over her shoulder, picked up her brother and transformed into Firefly as she flew towards the beast from the other side.

Little did they know, a news helicopter was hovering in the air just a few miles away from them as it caught the attention and the pilot then noticed the aliens attacking with the cars close by.

"Hey, we got another one of those alien attacks and the good aliens are back to help," the newscaster said as he started rolling the film.

"I'll bring us in for a closer look," the pilot said as he flew the helicopter closer to the action.

"Sis, throw me towards the alien's back!"

"As you wish!" Firefly said as she tossed her brother to the alien beast and examined the quills on its back.

"Triggering the correct sequence of synapses should allow me some form of rudimentary motor control... I sure wish I knew what I was talking about."

He then pulled on tow of the quills, which pulled the beast off of the Rust Bucket and then he flew beside his sister as the pair and their grandfather chased after the traitorous ex-Plumber.

Firefly then flew next to her brother as he reared towards Phil's car. "Now!"

Grey Matter then hopped off the beast as it crashed into the car before his sister caught him.

Phil felt the impact and smashed into the dashboard, triggering the airbag as it inflated and he was caught in a daze, losing his grip on the Projector as Gwen caught it and Max pulled up right next to the car as they both opened the doors to the respective vehicles as Max shouted to her.

"Get in, quick!"

Gwen then gulped as she gave a jump and leaped into the Rust Bucket before she fell over, dazed onto the floor as Max used a button on the dashboard to close the door.

Firefly then unslung her cannon and aimed it carefully at the car.

"This is for trying to kill my grandfather, you bugger!" she said before firing the cannon and once it hit the car, it caused it to crash into the mountain, with the alien on top of it.

Phil stepped out of the car, dazed as the news helicopters then showed up, recording the whole chase.

"You two better back off or I'll release every alien in this thing!"

"Then you'll be out of a job," Grey Matter said as he gestured to the news cameras and helicopters that were close by, recording the whole thing. "The whole world will know that it was you who released them. No one would pay you to capture them again."

"It doesn't have to be this way!" Phil said. "We could all work together."

"I don't think so," Firefly stated, putting her hands on her hips. "These are two heroes who aren't for sale."

Gwen then reached for the rearview mirror, which was jerked loose from the crash as the Omnitrix symbols started beeping.

"Well then you're all going to be very busy," Phil spat as he charged up the Projector.

"Sorry, we're on summer vacation," Grey Matter joked as Gwen then tossed him the mirror and the beam reflected off of it and back onto Phil, sending him to the Null Void as the Rust Bucket then showed up as the Omnitrixes timed out, showing the twins in their battle armors as Jen smiled and waved to the crowd as her brother used the Projector to send the flying beast back to the Null Void.

"See ya," Gwen said.

"And Ii definitely wouldn't wanna be ya," Jen smiled.

"That was incredible," a reporter said as she walked up to the twins, their true identities hidden by the armor as all of them said as Ben and Jen smiled and waved to the crowd as Gwen rolled her eyes.

"So all of those alien heroes that have been popping up all over the country?" another male reporter asked as he walked up.

"That was us," Jen said to them. "All of them. At the campsite in California, at Sparksville, at Mt. Rushmore. It was all us."

"Can you tell us your names? The people out there should know who saved them all those times."

Max then stepped out of the RV and smiled at the two and nodded his head, proud at his grandchildren.

Ben and Jen smiled to each other and nodded, their faces hidden by their visors.

"You can call us... the Omni Twins," Ben said.

* * *

Back at the Plumber's base, Max used the Null Void Projector on the green insectoid alien, finishing up his work.

"Well, that's the last of them," he stated. "I'm sorry I had to keep my past a secret for so long. I should've known I could trust you guys."

"It's okay," Gwen smiled.

"And for what it's worth, Ben, Phil was right about one thing. You _would've_ made a great Plumbers. All three of you."

Max then placed the Null Void Projector safely back into its chamber, where no one else could use it for evil again.

"Hey, we're your grandkids. What do you expect?" Jen asked.

""What about Phil?" Ben asked.

"I think there's some things about this job we're better off not knowing," Max said.

"You're probably right," Jen shrugged as the family left.

* * *

In the Null Void, which was an orange and amber-colored void with a bunch of island-like rocks floating in it, a portal opened which sent Phil hurtling through the void before he landed on a rock and looked around fearfully at the aliens floating around the void.

"So, a newcomer to this awful place, huh?" a gruff voice asked as the camera shifted to someone looking on from a distant cliff above.

She was a young girl who had unevenly cut black hair with a bang over the left side of her face, with green eyes and she wore caveman-like clothes that looked like they were made with old scraps and the hide from aliens in the area. She had wraps around her feet from Vulpinmancer fur and a spear made from alien bones and a stray piece of metal tied together and she was roasting some sort of alien over a campfire she had next to her.

"Maybe he'll somehow know how to get me out of this awful place."

* * *

 **Next time on Ben and Jen 10:**

 **The Big Tick**


	15. The Big Tick

The Tennysons were camping out at Yellowstone National Park as Gwen and Max admired the beauty of the park's nature as Max took in a breath of deep air and sighed in satisfaction.

"Ah," Max said. "Nothing like relaxing in the peace and quiet of the great outdoors."

"Darn it! Darn it!" they heard Ben say as he and his sister walked up, fiddling with the Omnitrixes. "I hate this stupid thing."

"...Or not," Gwen said.

As Bewn was fiddling with his watch, a radio gave out a special report as he shrugged and shook his head.

 _"Astronomers at Mt. Hamilton have caught a glimpse of a small meteor and it appears to be headed toward the northwest part of the state."_

"What's the matter, guys?" Max asked.

"I'd figure I'd go XLR8 and hit that burger place in Casper to pick up a double cheeseburger with pickles, but it looks like I'm stuck here."

"And I figured I'd try to go Blossom Rose to try to grow some fresh vegetables for Max to cook up instead, but it looks like I'm going hungry today... again," Jen shrugged.

"Guys, Yellowstone just happens to be one of the coolest places around. Just hang out and appreciate it," Gwen said, folding her arms.

"Gwen's right," Max said as he walked over to a log and pushed it, revealing some grub worms that were crawling around in the mud underneath it as he smiled. "And we can life right off of the land. Mealworms. Good for protein."

He then slurped it right down the hatch, much to the kid's disgust.

"Ew!" they all shouted.

"Grill 'em up with a sun-dried tomato paste, they are-"

"Maybe I can help!" Gwen said, adjusting Ben's Omnitrix as Jen did the same with her's. "I'll have my burger with chili."

"I can appreciate that," Ben said as he pressed a button and his sister did the same before they were engulfed in a flash of green and pink light.

Unfortunately, the alien forms they were turned into were not what they were expecting.

Ben was a hulking, broad-shouldered alien covered in natural, yellow armor plating on his back, shoulders, and the backs of his arms. He was mostly white, with black on his upper half. He had four claws on both of his hands. He originally had sharp teeth. He wore the Omnitrix symbol on his forehead and his eyes are yellow.

Jen was an anthropomorphic skunk with pink fur, white patches on her paws with her bottom paws completely white and white stripes that went from her neck to her long bushy tail on her slightly larger rear She was about as tall as a teenage girl and she wore a pink leotard on her midsection with the Omnitrix symbol just below her breastbones.

Due to the sudden shift in weight, Ben lost his balance and crashed down onto the ground, landing on Jen's tail as she yelped out in pain and yanked it out.

"Hey, watch the tail!" she whined, rubbing it.

Ben looked at himself and gasped. "Uh, guys, what am I?" he asked in a deep throaty voice.

"That's a heroic pose," Gwen stated as Ben groaned.

"Very funny," he said as Jen looked herself over and checked out her paws and wagged her tail and gasped.

"I'm a skunk," she said, slightly embarrassed. "Holy cow, I'm a skunk."

Gwen and Max walked up and helped Ben up onto his feet.

"I can't believe I'm a new hero," Ben said.

"Neither can I," Jen said, still waggling her tail around and trying to hold it in.

"And where there's one more, who knows? There could be a hundred more," Max said.

"Well as long as they're not as useless as this one is..." Ben said, shrugging. "So what do you think he does?"

He then inhaled a large breath and exhaled sharply... nothing.

"So much for breathing fire. Maybe I can fire freeze rays from my eyes?"

He then focused really sharply... nada.

"Magnetic blasts?"

He then shot a few hand poses out... still not a thing happening.

"Stop making a fool of yourself, bro," Jen said, tapping her paw on the ground.

"Why aren't you trying to see what your powers are?" Ben asked.

"I'm a skunk, Ben," she said. "What do you think my powers are?"

He then sniggered slightly before Jen walked over and pointed her clawed finger at him with a glare.

"Don't you dare or else I will kill you with one whiff of my fumes!" she said.

Gwen then glanced upwards and saw a giant meteorite come hurtling towards them and she gasped out loud.

"Duck!"

The others ducked out of the way as the two new aliens glanced upwards as Jen then glanced upwards at the flaming ball of death hurtling towards her.

"Eek!" she shouted as a cloud of toxic gas burst from her rear as she held her head down, embarrassed as she ran off, her tail between her legs as Ben shouted out and landed on the ground as the meteor landed a little ways away in the park as he groaned.

"This guy's gotta go," he said.

Suddenly, as he curled up in an attempt to get up, his armored plates curled up around him, forming an indestructible ball that rolled down the hill and towards the crash site of the meteor as the others looked on.

"Don't you mean gotta _roll_?" Gwen asked as the three looked on.

"Look on the bright side. You're heading in the direction of the meteor," Max said as he ran off with the other two following him.

"Gwen, promise me you won't make fun of me for this girl's farts," Jen pleaded.

"Who am I to make fun of nature?" Gwen asked. "Just please don't eat any tofu or beans when you're this girl?"

"Done," Jen said.

They then followed the rollaway Ben who rolled down the crater that the meteor left until he came to a halt when he was directly in front of it, before standing up and saw just how big it was as Jen, Gwen and Max arrived next to him.

"Whoa," he said. "It's huge."

Suddenly, the ground started to shake and tremble, causing Ben to fall over again as they saw the meteor start to split open, as if something was inside of it.

"And alive," Jen said in awe.

They looked up and through the cracks in the meteor, six legs burst out of its shell.

The Tennysons ran away from the scene (or, in Ben's case, _rolled_ away) as the giant alien beast took its form and fragments of the meteor shell rained down on them.

They then stopped and took a look at the giant beast. It was a huge tick-like alien with a pink and red shell and abdomen with giant blue eye-like pores on the sides of its shell, six dark blue legs, and deep pink tendrils coming out of its mouth. It then stabbed its legs into the ground for stabilization and stabbed its mouth tendrils into the ground and started sucking. The pores on its shell released a green gas.

Once the gas faded into the atmosphere, the gang fanned away the foul stench.

"Ugh, and aromatic," Max said.

"I thought that was Ben not taking a shower for three days," Gwen remarked as Max walked over to the tick to investigate.

"Four. And counting," Ben corrected.

"You can't possibly smell worse than I do right now," Jen sighed.

Suddenly, a large needle like spaceship appeared in they sky, not going unnoticed by our heroes as the hatch opened up and three aliens emerged from it. The first was a tall, pale-skinned alien with six tentacle-like feet. The second was shorter with six arms and yellow skin. The final one was of medium height, has four eyestalks, and carries a large axe.

"Rejoice," the tall alien announced. "He's arrived in all of his glorious glory."

"Redundant much?" Jen asked.

The three aliens then departed on three hoverboard-like devices towards the tick. The short alien in particular flew up to the tick and pressed its ear to it, as if trying to listen to what he was saying.

"I await his proclomation," he said.

"Who are you guys?" Max asked, suspicious.

"Relax. We come in peace," the tall alien said.

"That's what the bad aliens always say," Gwen said. "Right before they blow you to bits."

"How do you know that you're not lying?"

"Relax, Skunkian," the small alien said.

"Hmm, an earthling with attitude," the middle alien said, flying by. "I heard they exist here in large numbers. Or should I say _did._ "

"And an Arburian Pelarota to boot," the tall alien said as he glared.

"At least we know what you two are now," Gwen whispered to the twins.

"His presence here must be assigned provided by the Great One," the tall alien said. "Is he not tremendous?"

"Tremendous," his friends agreed.

"All hail the Tremendous One," the aliens all chorused.

The middle alien then flew by Ben. "But you two are a little far from home, aren't you?"

"Actually, closer than you think," Ben said.

"Unfortunately, there's nothing to go back to. We purified your planet last week."

"Shh!' the short alien interrupted. "Everyone quiet down. He's speaking to me."

The others listened closely, only to hear dead silence.

"I don't hear anything," Gwen said.

"Only I speak his language," the short alien explained before going back to the tick. "The Great One says... your planet will be purified before the next moon. You are quite lucky."

And as the tick fed, a dark energy coated the ground from his tendrils outwards. It then continued with the trees and just didn't stop going.

"I don't think so," Max said.

"No. It's actually quite the experience," the tall alien said. "Let me show you."

"Not the audio-visual thing again!" the middle alien complained.

The tall alien ignored his companion and pressed a button on his helmet and projected a series of moving images in a pink light.

"We followed the Great One from planet to planet, galaxy to galaxy, after he paid a visit to each and every one of our planets." He then projected the image of the Great One as its legs were planted deep into the ground of the planet like roots. "Notice his technique, the deep burrowing of the appendages into the core of the planet, rotting it from the inside and then... ingesting it."

As he finished, the planet in the image exploded, much to the horror of our heroes.

"That's what he's going to do here?" Jen asked.

"Of course," the tall alien said. "Your cities will be laid to waste, your oceans will dry up, your mountains will crumble."

"It will be the end of your world as you know it," the middle alien said.

"Rejoice! Rejoice! Rejoice!" they all chorused.

"I don't think so!" Ben shouted.

"Not if we have anything to say about it!" Jen agreed as Ben rolled towards the tick.

Unfortunately, the middle alien smacked him away with his axe and sent him sprawling into the shrubbery.

"Ben!" Gwen and Max shouted as they ran over to him as Jen glared at the alien worshippers.

"This isn't over!" she shouted as she lifted her tail and a plume of toxic gas emerged that clouded their path as she made her escape from them.

"That's better," the middle alien said as they went back to worshipping.

* * *

Ben slammed against the trees like a pinball as the others chased after him.

"Ben!" Max shouted before Ben slammed into them and they all crashed into a ravine as the Omnitrixes timed out in a flash of red and purple light and they landed in a cloud of dust.

"Oh man. This watch gives me a new alien out of the blue and all it can do is roll around! Totally no fair!" Ben shouted.

"You're talking about unfair? What kind of girl wants to transform into a skunk of all things?" Jen whined.

"Oh, that's right. Let's not worry about the fact that some giant planet sucker is about to wipe Earth off the face of the universe!" Gwen reminded them. "Because _that's_ fair!"

"Are you sure you can't call Scarlett for this one?" Max asked.

"I think she has her own fish to fry right now," Jen said.

Suddenly, the leaves started falling off of the trees around them as they mutated into grey ugly husks as they all looked on in fear.

"The trees are changing," Ben said.

"We have to get back up on that hill and destroy it," Max said. "Before it destroys everything."

The Tennysons then crawled up the hill and once they reached the peak, they gasped as they saw ugly grey tendrils swarming out of the ground.

"Um, those weren't here when we rolled down the hill, were they? Everything's kind of a blur," Jen said.

"No, I think we would've remembered them," Gwen said nervously.

"That big tick's poison is mutating the landscape!" Max realized.

The tendrils then shot towards Gwen who recoiled in disgust.

"Get your slimy whatever-they-are away from me!" she shouted, slapping a tendril away. Unfortunately, they seemed to take offense to this and wrapped around her waist, lifting her up.

They did the same to the other three, who struggled in their grasp as the twins started dialing their Omnitrixes and Jen gulped as the tendrils retreated into the ground.

"Um, guys. Wouldn't now be a good time to go hero?"

"I'm trying! But what if I turn into something else that's useless?" Ben asked.

"We're sinking!" she shouted as the tendrils retreated into the ground with them in grasp.

Jen's eyes then started glowing pink as Ben finally got his Omnitrix working and slammed down the core.

"Let. Us! GO!" Jen shouted at the top of her lungs and she burst out of the ground in an explosion of pink energy as she started levitating in the air before stopping on an energy platform she formed under her feet as Stinkfly burst out of the ground following her and started floating alongside her.

"Get the others!" Stinkfly ordered as they flew downwards as Jen grabbed Gwen and Stinkfly grabbed Max as they started flying away as Jen formed multiple platforms under her feet as she ran away from the tentacles, keeping up with Ben.

"Wow," Gwen said. "Your powers are getting stronger."

"Practice makes perfect, Gwen," Jen said as she gave out an energy slash that severed a ton of tendrils that chased after them.

"We really need to get you some underwing deodorant, Ben," Gwen said as Stinkfly glared.

"I don't call this guy Stinkfly for nothing!"

The tendrils then shot back out of the ground and wrapped around Max's leg as he glared.

"I never was one for tug-of-war," Max said as he kicked the tendrils off of him and Jen swooped down, using her self levitation before she released an energy burst from her hands that severed the tendrils and set them on fire.

"That's enough of that," Jen said as she created an energy platform beneath her feet that she used to levitate right by her brother's side. "Let's tick off a tick!"

"I hear that!" Stinkfly said as they flew towards the Great One's location as the tendrils shot back out from the mutant trees as they avoided them before Jen severed them with her energy swipes as they glared.

"If I never see another giant bug again after this, it'll be too soon," Jen said, facepalming as they headed towards the Great One.

* * *

Meanwhile, the worshippers were still doing their business when they heard the ground start to shake.

"What was that?" the middle alien asked as they looked over and saw the infected Old Faithful start to puff up like an infected sore.

"It appears part of this planet is about to be liberated," the tall alien smirked.

The small alien then went back to the Great One and listened to it speak some more.

"Yes. Yes, I understand," he said before turning to his companions.

"What did he say?" the middle alien asked.

"He wishes us to see the effects of his greatness and go witness his supreme and ultimate power."

The worshippers then flew over to Old Faithful to see it burst.

* * *

The gang flew overhead and examined the horrific sight of the Great One's workings.

"Yellowstone's becoming more and more poisoned," Max said.

They then heard the pulsing of Old Faithful from close by.

"What was that noise?" Jen asked.

"Sounds like Old Faithful's ready to blow," Max said. "And I don't know what that tick's poison is going to do to it when it does."

"I don't want to find out, Grandpa," Gwen said, shuddering at the thought.

"One detour coming up!" Stinkfly said as he and Jen flew towards the toxic cloud of steam that signalled Old Faithful.

* * *

At said infected geyser, the alien worshippers examined when they saw Stinkfly and Jen's silhouettes closing in on them as they flew towards them.

"I have visual recognition on the elderly man and the prepubescent female. And there's another human with them," the tall alien reported. "But what are they riding on?"

"Two tons of putrid power!" Stinkfly shouted as he and his sister flew in as Jen fired several energy bolts at them, knocking them off course.

"Move it or lose it punks!" Jen shouted.

"Not until we witness the eruption of the Great One's power."

"Sorry, but that's not going to happen today!" Stinkfly shouted as they looked to see the geyser. "Jen, you think you can form a forcefield around it until it releases its pressure?"

"Maybe," Jen said, rubbing her arm. "But I've never made one that big before. And even if I could, I don't know if it'll hold against all that pressure."

"You've got to try or who knows what will happen?" Ben asked.

"You're right," Jen said. "But you plug it so that it won't burst on me."

"Sure thing sis," Stinkfly said as Jen tossed Gwen to him as he flew in and spat his slime at the geyser, plugging it up as Jen leaped off of her platform and glared at the geyser before taking in a deep breath.

"Here goes nothing," she said as she focused and her eyes and hands started glowing as she formed a huge pink forcefield around Old Faithful and clasped her fingers together before slowly lowering them to the ground as the geyser carefully and slowly released its pressure as Jen's nose started to bleed from using so much energy. After she carefully lowered the pressure down so that the clogged geyser stopped rumbling entirely, leaving just a sore in the ground, she hit to her knees and started breathing heavily.

Stinkfly then flew in and she grabbed his tail as he flew them to a safe spot, setting them down as Max put a hand around his exhausted granddaughter.

The aliens looked on annoyed as they made their escape.

"You okay, kiddo?" Max asked as Jen wiped her nose.

"I'll be fine," she said. "I've just never used that much energy at once before."

"I'm going after them," Stinkfly said. "This fly is flying solo."

"Ben, we're partners," Jen said, standing up before stumbling and putting her hands on her knees.

"No, Jen. You're completely pooped after that geyser thing. I don't think you could survive one minute against them in your current state," Stinkfly said.

"As much as I hate to admit it, he's right," Gwen said. "I think you're going to have to sit this one out."

The middle alien let out several energy swipes from his axe as the other two fired energy beams as Stinkfly avoided them all, before sliming the middle alien's face, causing him to lose focus as Stinkfly flew away. He then ripped the slime off his face before he glared after the insectoid alien. "Get him."

They chased through the sky before Stinkfly flew high up in the air and disappeared behind the clouds, making the aliens loose sight of him.

"Where did he disappear to?" the tall alien asked.

Stinkfly suddenly appeared and sought to divebomb them from the sky.

"Oh yeah! Who's bad? Oh yeah!" suddenly, his Omnitrix started beeping down, much to his horror. "Oh no!"

The Omnitrix timed out, leaving Ben free falling helplessly through the sky. "Help!"

"Ben!" Max and Jen shouted from down below.

Ben then gasped as he shot his arms out and caught the hoverboard of the smaller alien, sending him crashing into one of the mutated trees, dazed.

"Oh man," Ben said, struggling to control the hoverboard. "Where's an instruction manual when you need it? I never had this much trouble with Tetrax's hoverboard."

He then, albeit with difficulty, flew the hoverboard to the tick's area with the other two worshippers following suit.

"Come on," Ben said as he slowly started to stand up and gain his balance as he started to get the hang of the hoverboard.

Jen then finally felt her energy return to her as she pressed a button on her Omnitrix and the twin's hoverboards flew out of the Rust Bucket towards her.

"Hang ten!" she shouted as she hopped on her hoverboard and flew right back into the action as the worshippers flew towards her brother.

"We have you now, human," the tall alien said before he was struck by a pink energy ray as Jen flew in while laying down relaxed on the hoverboard as she smiled at her brother.

"Hey, Einstein, you already have a board," Jen said as she tossed Ben's board to him and he leaped onto it as he flew alongside his sister towards the Great One.

The medium and tall alien prepared to fire their energy beams at them as Jen looked nervously.

"Ben, now!" she shouted as she ducked under them on her board as Ben went over as the beams hit the alien opposite them.

"Strike!" Ben said as the chase continued as they advanced towards the tick.

"Hurry up, Ben!" Jen shouted. "We're in the weeds!"

They continued dodging the energy blasts and swipes before they saw the clogged Old Faithful there in the ground as she smiled.

"This is your captain speaking," she smirked. "We are now making our descent!"

They then flew down towards Old Faithful and right when they were about to hit it, they pulled up as Ben smirked to the now helpless aliens.

"Get us out of here!" the middle alien growled.

"Thank you for flying Air Omni!" Ben shouted as the two aliens hit the clogged geyser and were covered head to toe in tick slime as the twins then flew down to their cousin and grandfather who were waiting for them below.

"Never seen an intergalactic fender bender like that before," Max commented as the twins smiled at them as Jen used her telekinesis to toss Max the small alien's hoverboard.

"Anyone need a lift?"

* * *

The Tennysons glared up at the Great One, noticing how much bigger it seemed than before.

"It's getting bigger as it feeds," Max realized.

"Then it's about time it went on the Four Arms diet," Ben said as the twins each dialed their Omnitrixes and slammed the cores down in a flash of green and pink light.

The screen split with both transformations. The watches sank into the twins wrists and their blood vessels expanded rapidly before spreading across their entire bodies, which eventually reached their eyes, which they clutched shut and when they shot them open again, they were fully golden. A second pair of arms shot out just below their primary pair and their muscle masses grew exponentially. Their feet morphed themselves to only have two toes and their skin turned red with a few black crests on their faces and they grew a second pair of eyes beneath the original ones. He wore a green and black/pink and white one-piece bodysuit before they shot a pose.

They both then went up to the Great One and gave out several powerful punches to it, which eventually ended with the pair being slammed back even harder and being blasted by a red energy beam, forcing them out of their transformation as the twins were in a smoking crater, dazed.

"Well, that didn't work," Ben said.

"You think that he could use some fire power?" Jen asked.

When the Omnitrixes recharged, they both then stepped up again.

"Okay, that's 2 down, 18 to go," Ben said as they each slammed their Omnitrixes again.

They then tried again by using Heatblast and Firefly's combined fire powers, which did absolutely nothing to deter it.

This continued as they tried everything in their arsenal to destroy the Great One. Wildmutt and Wildcat's powerful claws, both XLR8's rapid strikes, both Diamondhead's assault of crystals, Ghostfreak's tendrils, Upgrade trying to merge with it and destroy it from the inside, Ripjaws and Mermaid's powerful jaws, Blossom Rose's solar beam and pesticide projection, Frostblight's ice blasts, Battlefly's tornadoes, Needle Mouse's quills, Jen's powerful energy blasts, and even a continued assault from the energy cannon. But absolutely none of them even so much as scratched the Great One. The situation seemed hopeless.

"Okay, I give up," Jen said, sighing.

"This thing's indestructible!"

Just as they were recapturing their bearings, the worshippers returned. The tall alien looked to the middle one.

"Reverse beam flow," he ordered.

The middle alien released a beam from his axe, which formed a forcefield around the Tennsyons, Max banged his fist against it, which only ended up shocking him.

"It's time for the final purification of your planet," the middle alien announced. "And you four along with it."

"Please tell me we have a Plan B," Gwen whimpered.

"We had a Plan B," Jen scoffed. "And C, D, E, you name it. Nothing worked. Face it guys. We're doomed."

* * *

Later, the mutant tree husks were shriveling up as the Tennysons were tossed at the Great One's feet and the tall alien placed a sponge into each of their hands.

"I got a bad feeling about this," Jen said.

"What are we supposed to do with these?" Gwen asked.

"Before the Great One can cleanse your planet forever, he must be cleansed," the tall alien explained.

They looked to see the Great One secreting disgusting pus and goo from its pores as the twins recoiled in disgust.'

"No way! I am not scrubbing that thing's feet!" Ben said.

The middle alien responded by swiping another energy blast at their feet, which knocked them backwards and they stood up, dazed.

"Do as they say," Max encouraged. "For now."

"Oh man," Jen whined as they picked up the sponges and proceeded to start cleaning the Great One. **(A/N: You cannot imagine my utter disgust as I type this scene. Or maybe you can as you all watched the episode before reading this chapter anyway.)**

The small alien held his ear against the Great One as it oozed slime and smiled. "He says he missed us. It was not our fault, o Great One. Please forgive us."

"Forgivenss. Forgiveness," the worshippers chorused.

The Tennysons scrubbed down the blue goop secreting from the Great One as Jen looked on with absolute disgust.

"Oh man," she groaned. "Could this get any nastier?"

As she said this, she tried to scrub the Great One down some more, only for some white tick-like creatures to crawl out, causing her to scream and throw the bugs off her. "Gross! Space lice!"

They then noticed the trees in the background shrivel up and die into black husks as the ground turned into a more greyish landscape that was incapable of supporting any life.

"We're running out of time!" Max said.

"And aliens," Ben said. "We tried everything."

"Not exactly everything," Gwen reminded them. "Not yet."

"No way!" Ben protested. "I am not turning into that ball thing again!"

"And there is no way I'm turning into that skunk!" Jen said. "Besides, I don't even know if we could."

"Don't try and Earth turns into a giant cespool!" Gwen reminded them as they watched the dead branches fall off the trees.

"I hate it when you're right!" Ben shouted.

"Then again, she can't possibly be more gross than this," Jen said as she prepared her Omnitrix and turned the dial to her new alien.

Suddenly, several pockets burst from the Great One's shell as the scales fell to the floor, revealing blue pockets of flesh.

"It's shedding?" Gwen asked.

"More like transforming into something," Max said.

"His beauty," the tall alien admired.

"His power," the middle alien said.

"His... pus," the small alien said, unable to think of another positive alternative.

"The end is upon us," the all chorused.

The twins then nodded as they activated their Omnitrixes.

"Here goes nothing," Ben said.

"Clear the room people, it's about to get stinky!" Jen shouted as they both slammed their Omnitirixes.

The screen split into two as the transformations engaged.

Ben's Omnitrix sank into his wrist and his entire body started to bloat into a more rounded shape as he clutched his eyes shut. And when he opened them again, they were fully golden. His body was covered in yellow armored plates with a white inner body with black markings on his eyes and the Omnitrix symbol appeared on his forehead. He spun his body around like a ball before striking a pose as his transformation finished.

Jen's Omnitrix sank into her wrist and she grew pink fur with white patches from the wrist down as it snaked up to her body as her hands grew sharp claws and her muscle mass increased as she spun around. She grew a long pink bushy tail with a white streak through the middle as her feet shifted to paws as the fur made its way up to her face as she clutched her eyes open again, revealing them to be pink with black sclera. Her clothes morphed into a pink one-piece leotard with the Omnitrix symbol beneath her breastbones. She whipped her tail to the screen and she struck a pose.

"It worked!" Ben shouted as he suddenly lost his balance again and fell on his back. "Now what do I do?"

"Easy question," Jen said as she looked up to the worshippers.

"Destroy them all!" the tall alien ordered as he fired his energy beams at them.

Max and Gwen made a break for it as Jen glared at him.

"Not before we destroy your Great One!" she shouted as she lifted her tail and let out a cloud of toxic fumes from as the beam made direct contact with the cloud.

Suddenly, as the beam collided with the cloud, it exploded in a burst of fire that knocked her and Ben back as Ben rolled backwards and Jen dug her claws into the ground to stabilize herself as she looked on in awe at the damage she caused as the worshippers tried to regroup.

"Wow," she smiled as she wagged her tail, impressed. "This girl is a regular stinkbomb. Literally."

As the worshippers regrouped and attacked Gwen and Max, they ducked and the beams bounced off some of the loose scales.

"The scales will deflect their beams," Max realized as they each grabbed a loose scale and made a break for it.

Stinkbomb then looked over and ran for her energy cannon as she picked it up with her tail and tossed it to Gwen.

"Here, cuz! Use this!" she said as Gwen caught it.

"Thanks!" she said as she and her grandfather used the scales as shields to protect themselves against the worshippers beams while Gwen fired the energy cannon at them, to blast them off their hoverboards.

Soon afterwards, the Great One let loose a burst of slime from one of its pockets, which they shielded themselves from with its scales. Good thing too as the ground was destroyed where it landed as they gasped.

Ben got back onto his feet as he and his sister looked over to see their grandfather and cousin in disarray as they ran on the various pillars of earth and deflected the beams and fired back onto them with the cannon.

"Let's rock and roll!" Ben shouted as he stumbled on his feet and finally rolled up into a ball that rapidly picked up speed as it rolled towards his family as Stinkbomb followed him on all fours as she picked up speed and ran after him.

The tall alien finally destroyed the pillar Gwen was standing on, causing her to stumble before Max caught her. He was just about to finish the job when Ben suddenly flew in and tackled him right off of his hoverboard.

"Strike!"

Stinkbomb then came in and tackled the small alien right off of his hoverboard with surprising strength as she scratched and clawed at him with her sharp claws, causing him to panic as she glared.

"Get off our planet!"

"You're too late," he said as she glared before she lifted her tail.

"It's never too late," she said as she unleashed another cloud of fumes from her rear at him, enveloping them both in the cloud before she leapt out with surprising agility as Ben came rolling in and picked her up in his ball and did the same to Gwen and Max as he picked them up and rolled them safely to a clearing.

"You're like a bowling ball!" Gwen commented.

"More like a cannonball!" Ben said with a smile.

Suddenly, the worshippers came in again and started firing their beams at the twins as Stinkbomb ducked and covered. Ben stuck his arms out, only for the beams to deflect off of his armored plates as they each deflected off onto the aliens again, sending them flying as Ben smirked.

"Actually, make that a cannon _bolt_!"

Suddenly, Cannonbolt got slimed as they all noticed the ground start to crumble beneath them as the Great One prepared to finish the job as Jen glared nervously and the worshippers summoned their hoverboards as they flew to safety as they glared.

Stinkbomb then whipped Cannonbolt with her tail as he recovered.

"It's now or never," Stinkbomb said.

"This thing's totally indestructible though!" Cannonbolt reminded her.

"Ben, remember Rojo?" Stinkbomb smiled. "If the outside is solid..."

"Then you gotta take it out from the inside," Cannonbolt realized as Stinkbomb stuck out her paw to him. He then rolled up into a ball with his sister inside as they avoided the slime bursts that came from the Great One.

"Let the digestion begin!" the tall alien rejoiced.

"Digest this!" Max shouted as he whacked him away with the butt of the cannon as he flew off on his hoverboard to attack the other worshippers.

Cannonbolt stopped as he and Stinkbomb glared at the Great One as it shed its scales to reveal a beige skin underneath it.

"The bigger they are, the harder they fall," Stinkbomb said again as Cannonbolt rolled her up inside of him and shot off towards a ramp to shoot himself inside of the Great One's body, only to bounce off of its shell as they glared.

"Okay, time for the nastiest jet propulsion ever!" Stinkbomb shouted as she let her toxic gas loose from the ground, shooting her up to the sky as Cannonbolt leapt up towards a loose pocket of skin in the Great One's shell.

"Say 'Aah!" Cannonbolt shouted as they shot inside the Great One's shell.

"NOOOOO!" the worshippers shouted.

Cannonbolt absolutely demolished the Great One's inner workings, blasting through its heart, bouncing off of its muscles, severing its ribcage and basically destroying everything in sight as Stinkbomb landed on its spine as the inside filled with its blood as she recoiled in disgust.

"Ben is never going to let me live this down," she groaned as she got a look of pressure on her face and she focused as she felt like all the blood in her system was shifting to her rear end as her brow broke out in sweat as Cannonbolt gasped once he saw what she was doing.

"She's gonna blow!" he shouted as Stinkbomb focused intensely as her tail started wagging uncontrollably as the camera shifted outwards to the Great One's body as Max and Gwen started to be sucked in as Gwn screamed.

Suddenly, the entirety of its shell broke off as its skin started shifting uncontrollably as the camera zoomed into the desolate landscape surrounding it. It then completely exploded outwards in a burst of toxic gas and blue goop as Gwen and Max shielded themselves with the scales as it rained down on them.

"Ugh! The ultimate yuck! It's raining tick goop!" Gwen shouted as the twins emerged from the goop in the Great One's shattered remains as Stinkbomb shook it off of her fur with an absolutely disgusted expression.

"Okay, now I need a shower," Cannonbolt said, brushing the goop off as he looked to Stinkbomb. "Uh, sis..."

"Don't. Say. A word," she warned, punctuating every single word.

The small alien pressed its ear to a scale only to hear dead silence.

"Nothing," he said sadly. "The Great One has been silenced. Forever."

"You destroyed him," the tall alien said in shock.

They then gave stern looks as they hovered in front of the twins before the tall alien bowed down to them.

"Hail to the new Great Ones!"

"Hail! Hail!" the small alien agreed.

"Whatever," the middle alien scoffed.

"Not too loyal, are they?" Gwen asked.

"I could get used to this," Stinkbomb said with a smile before the Omnitrixes started beeping down, leaving the twins transformed back as the aliens immediately ceased bowing.

"That's right. I forgot. You're just two underdeveloped _human_ specimens."

"Well, when you put it that way..." Ben said, still dripping tick goop.

The two worshippers left as they headed back to their spaceship, but the small alien stayed behind a few seconds as he waved to them.

"Enjoy the rest of your day," he said as Jen nodded.

"Right back to you," she said as he joined his companions as the ship left Earth's atmosphere.

"Actually, it looks like there'll be many days to come," Max smiled as the landscape shifted back to its normal lush green color, flourishing with life as they all stared in admiration.

"It looks like everything's going back to normal," Gwen said

"Hate to break it to you, Gwen," Ben said as he and his sister shook off the last of the tick goop. "But nothing we ever do is normal."

"You can say that again," Jen agreed.

"Nice job, you two," Max said, ruffling their hair as they smiled.

"Yep, we're the twins who saved the Earth," Ben said as he and his sister laid back in the grass.

"I think our work here is done for today," Jen said as she looked up to the sky as they smiled.

* * *

Later, the twins gained a look of absolute misery as they cleaned the tick goop off of the Rust Bucket as Max and Gwen relaxed.

"Me and my big mouth," Ben said.

"I save the entire planet by farting of all things and this is the thanks I get?!" Jen whined.

"Um, guys, you missed some tick goop over there," Max said as they looked up to see the entire RV covered in slime.

"Oh man," Ben groaned.

The camera shifted up to the birds flying in the sky as Old Faithful erupted, completely clean of any kind of infection. It was certainly looking like a bright future was ahead for our planet.

* * *

 **Next time on Ben and Jen 10:**

 **Framed**


	16. Framed

The Tennysons were waiting in line at a video game store in San Francisco for a new Sumo Slammers game. Gwen tapped her foot impatiently as the twins looked excitedly at the line.

"We've been standing in this line for two hours and it hasn't budged an inch!" Gwen whined.

"It's a small price to pay for Sumo Slammers 2.1," Ben said as Jen had her headphones in, listening to This Everyday Love by Rascal Flatts. "I'd do anything to get this game. Even if it means being seen in public with you."

"Don't you already have this stupid video game?" Gwen asked Ben.

"Uh, hello? This is Sumo Slammers 2.1! You can change your fighter's color at any point during the match," Ben explained. "Duh."

"You know, there's a nice air-conditioned book store over there," Max suggested. "Maybe we could wait a bit until this line thins out a bit?"

"And lose our place?" Jen asked. "Not an option."

"You two go," Ben said. "We'll get our game and meet you back at the RV."

Max and Gwen then turned to leave for the store before Max turned back towards the twins.

"Want us to pick up anything for you from the book store?" Max asked.

"I'm on summer vacation. Why would I read anything?" Ben asked as Jen rolled her eyes with a smirk.

"Could you pick me up The Martian?" Jen asked.

"You got it, kiddo," Max said as he and Gwen left.

* * *

Later, Max and Gwen left the store, having picked up their items, and walked back to the game store.

"So, you think the twins have gone stir crazy in that line yet?" Gwen asked.

Suddenly, they heard a loud crashing sound as people ran away screaming out of the game store as a loud explosion rang out and Four Arms ran out of the store with a savage growl on his face, only a slightly more pale shade of red than normal and no Omnitrix symbol on his shoulder.

A police car came driving up with the siren running towards Four Arms, but he grabbed the squad car and shook it upside down, sending the cops sprawling out on to the road.

"Uh, why is Ben going berserk and tossing around police officers?" Gwen asked.

"Good question," Max said. "And where's Jen?"

Four Arms growled and tossed the car at the screen as the officers ran away.

A news helicopter ran in as they saw Four Arms as he tossed several debris at police cars including a street light, a section of the building that was severed, mailboxes, you name it, it was probably destroyed.

 _"This just in,"_ the reporter said while the camera recorded the fight. _"This has been going on for weeks now. The male member of the Omni Twins has gone rogue. Just like in several cities all across the country, he has laid waste in ways too numerous to mention. And beyond that, there is still not a word from his sister or if she's involved with his schemes in any way."_

The police set up a protective barrier around the perimeter as Four Arms continued demolishing everything in sight.

"He must have snapped his cap!" Gwen exclaimed. "All this for a video game?"

"I don't believe it," Max said in awe. "What's Jen going to say when she finds this out?"

Several more police cars showed up, only for Four Arms to toss more abandoned cars at them, sending them sprawling into a fire hydrant/building, completely destroyed.

Then, a large black armored truck pulled up in front of the crime scene as a man walked out, wearing an army badge on his black and green vest, green cargo pants and a shaved flat top and a long scar on his face.

"Lieutenant Steele," he introduced himself and showed his badge, showing his section. "Special Alien Containment Team. We'll take it from here. Concussion bazooka!"

Two soldiers walked out, carrying a large yellow bazooka that was strapped to one's chest that he carried out towards Four Arms.

"That doesn't look good," Max said.

Gwen immediately stomped towards who seemed to be her rampaging cousin and glared at him as he picked up a car.

"Ben, what are you doing?! Does Jen know about this?!" she asked as Four Arms said nothing and proceeded to smash the car on top of her, only for the S.A.C.T. soldiers to fire the bazooka at them, causing Gwen to quickly duck out of the way as Four Arms was blasted into the remains of a pizza store.

He then came out, completely unscathed as he carried the dislodged furnace from the store and tossed it at the truck, resulting in a huge explosion before he jumped away from the scene as everyone looked on in horror.

"There must be some kind of logical explanation for this, right?" Max asked.

They looked on the carnage as a familiar figure as she stood on a rooftop with her arms crossed, her black ponytail flowing in the wind as she glared.

"That does it. This monster is no brother of mine. He must go down or else this country, possibly the world will suffer for it. But I'm not the one who needs to clear my name right now."

* * *

Back at the Rust Bucket, Gwen and Max marched inside, angry looks on their faces as the twins were chilling, playing their new video games as Jen played on her PS Vita with a smile.

"Oh, you think you can beat me, Thor? Not on my watch!" she said with a determined look on her face.

"Are you demented?!" Gwen shouted as they looked up from their games. "Going alien just to get a stupid video game?"

"What are you talking about?" Ben asked, legitimately confused.

"Going Four Arms in front of that store, that's what!" Gwen shouted as Jen gained a confused look on her face.

"Um, I was with him the whole time we were there, cuz," Jen said. "And he never went alien. Trust me, if he did, I'd know about it."

"Now I'm sure they have a good explanation," Max said. "Don't you, Ben?"

"Yeah, I don't know what you're talking about," Ben said, going back to his game as Jen looked up.

"We don't need an explanation for something that didn't happen," Jen said.

"Oh sure!" Gwen scoffed. "Just like you _never_ put an empty milk bottle back in the refrigerator or you _never_ leave the shower all gunked up or you _never ever_ leave the toilet seat up in the middle of the night! You never do anything wrong, do you?!"

"Sounds about right," Ben smirked.

The twins then saved their games and turned them off before turning to their grandfather and cousin.

"Look, Gwen," Jen said. "I don't know where you got this idea that Ben went on a rampage or something. But even if he did, how would I not know about it? We're twins! We're as inseparable as it gets! We go everywhere together, do everything together."

"Besides," Ben said. "You have no evidence I did anything wrong."

Gwen's eyes then shot to the remote and she turned on the Channel 4 news to show the attack Four Arms caused at the store. "Oh yeah?"

Jen then stumbled backwards, falling to the floor in shock before she recovered and looked on at the grizzly scene before her as she gasped and put her hands to her mouth.

"That's not me!" Ben gasped.

"I don't get it!" Jen said. "This is impossible!"

"Oh no?" Gwen asked, folding her arms. "I'm sure it's just some other four-armed alien going postal in front of a video game store!"

"Gwen," Max sighed.

"It's possible," Ben suggested. "Remember when Tetrax turned out to be a good guy?"

"In fact, all the alien species in the Omnitrixes live out in the universe somewhere," Jen said. "He didn't do it. He would never do that!"

"That's true," Max said. "Besides, Ben wouldn't be so irresponsible with his alien powers like that."

"Grandpa, please," Gwen said.

"Alright, maybe you've got a point there," Max admitted before the twins stood up.

"No one is going to ruin the Omni Twins reputation except for the Omni Twins themselves," Jen said as she and her brother stormed out of the Rust Bucket to investigate.

* * *

Back at the crime scene, damage control was still cleaning up the imposter Four Arms' wreckage and the destroyed squad cars being carried away as Ben picked up a brick and the twins looked at the wreckage, folding their arms.

Gwen and Max walked over as Gwen scoffed. "Criminals always return to the scene of the crime."

"Will you give it a rest, Gwen?" Ben asked. "We're trying to solve a mystery."

"Not to be rude, but what do you expect to find that everyone else couldn't?"

Suddenly, Jen felt something pulse in her brain as she turned her shoulder and saw the imposter Four Arms out of the corner of her eye before he disappeared behind a corner.

"That's him!" she shouted as she showed Ben the corner and the two ran off, giving chase as they entered the alleyway before activating their Omni Suits and chasing towards him while Jen tossed energy bolts at him, which either missed or did nothing at all.

"Stop! Imposter!" Ben shouted.

The chase continued before they lost sight of him while looking everywhere before Ben spotted him going into the roof of the San Francisco Mint.

"The mint!" Jen realized. "He's going to steal the money and blame you for it!"

"Let's get him!" Ben shouted as they used their enhanced reflexes from their armors to parkour their way up to the roof, with Gwen and Max continuing to give chase, the latter running out of breath due to his older age.

"Who said retirement was relaxing?"

* * *

Gwen and Max ran inside the mint, which was still printing out money about to be shipped out for countrywide circulation, with no aliens or twins inside.

"Are you sure he went in here?" Max asked.

They then heard an explosion from one of the corners. They then looked over to see Heatblast (still with no Omnitrix symbol) cornering two security guards. He fired his heat beam upwards and destroyed one of the balconies as the metal rained down on the guards.

"Okay, I was willing to give him one, but _two_ offense aliens terrorizing San Francisco?" Gwen asked, furious. "That can't be a coincidence. I'm stopping this now!"

She then ran over as Max face-palmed that his granddaughter was about to be barbecued. Little did they know that a familiar figure stood in the shadows and glared at the scene.

"Hey, hot head!" she shouted, gaining Heatblast's attention. "Back off the fireworks before somebody gets really hurt! Now if you take responsibility for all the whacko stuff you've been doing, I'm sure that we can help you.'

That was when the twins dorpped down from the rafters and got their game faces on as they looked in shock at the imposter Heatblast.

"I knew it!" Jen shouted.

"Gwen!" Ben shouted, concerned.

"Not now, dweeb!" Gwen shouted. "Can't you see I gotta deal with..." She trailed off once she realized who spoke and she looked behind her. "Ben? So who are you?"

"Me?" the imposter Heatblast asked as he smirked. "I'm a hottie, can't you tell?"

Heatblast fired his heat beam at Gwen before Ben transformed into Diamondhead and blocked it.

"So do you believe me now?" Diamondhead asked as Gwen nodded her head nervously.

"You and Grandpa everyone out of here now!" Jen shouted. "We'll handle this copycat."

Jen tossed several energy bolts out from her hands and Ben fired several crystals at Heatblast as Max and Gwen led the security guards out of the mint as Jen backflipped and transformed into Needle Mouse and fired several quills from her arms, while the impostor disappeared from view in a puff of smoke.

"I don't know who you are, but you're giving the Omni Twins a bad name, buster!" Needle Mouse shouted.

"Then why don't you go cry about it?" Heatblast's voice sounded from around them. "Or are you going to go run and tell on me to your Grandpa Max or that cute smartmouth cousin of yours?"

He then fired a heatray at a container above them, making change rain down on them and bury them under it as they stuck their heads out weakly as he smirked at them.

"Hey! It's raining money!"

"Who are you?" Diamondhead asked.

Suddenly, they heard a voice cry out from the shadows as she ran in and tackled Heatblast while covered in an armored skin of silver as she glared and beat him down before he blasted her off of him before she slid backwards, sparks flying from her feet as she backed up and showed her face to Needle Mouse and sighed in relief.

"Hey, Jenny," she said.

"Allison?" Needle Mouse asked with a gasp.

"In the flesh... or silver, so to speak," she said before turning to the impostor. "This game has gone on long enough Kevin! It's time for you to stop!"

"Kevin?!" Diamondhead gasped as Heatblast rolled his eyes before he shifted his head to Stinkfly to Diamondhead to Upgrade and finally to the familiar face of the vigilante from New York.

"Hey, partner."

"I don't get it," Needle Mouse said, shaking her head. "I thought you were drained of all Ben's powers back at the bridge in New York."

"That's what you get for thinking, Jenny," Kevin smirked. "It turns out that I absorbed enough of that weird watch energy so I could transform into any of those aliens inside if I just concentrated hard enough. Only problem is I can only stay human for a short time."

"And I've been trailing him across the country ever since," Allison explained. "Hitchhiking, bus rides, you name it. I've spent the last month tracking him here to San Francisco where we finally found you two because you're who he was looking for."

"Why?" Diamondhead asked.

"Revenge," Kevin said. "You made me this freak, Benji."

"Oh, so this is all his fault?" Needle Mouse asked. "Who's idea was it to drain out all the powers of the Omnitrixes? Not ours."

"I don't care," Kevin said. "So now it's payback time, partner. Everything 50-50. I do the crime, and you'll do the time."

"And what about me, Kevin?" Needle Mouse asked. "Ben and I are a package deal. You can't transform into my aliens, so it's not like you can frame me for any crimes."

"Your pain at having your brother rot away in prison with you on the outside is revenge enough for me. And if my sister was wise, she'd join me."

"Forget it. No brother of mine would ever stoop so low."

"Then you're going down too, big sis," Kevin glared as he cracked his knuckles.

"You'll never get away wit this," Diamondhead said. "Your kind never does."

"Wrong! _You'll_ never get away with this! I'm not me, I'm _you!_ Remember?"

That was when S.A.C.T. burst through the mint's windows, catching the attention of our heroes before Kevin blasted them with a heat ray, sending them tumbling into the pile of cash as Allison pocketed one of the quarters before they all looked to the vigilante.

"Keep the change. You can use it to pay your bail." Kevin then focused and transformed into Stinkfly. "Gotta fly." He then flew away, bursting through the window, leaving the others in the mint as they were surrounded by S.A.C.T. soldiers as Needle Mouse put her paws up in the air in surrender.

"I'm too young for the big house!" she whimpered.

That was when Lt. Steele walked up to them, shaking his head.

"Well, well, well. Looks like both of the Omni Twins are in on the action. Well, I hate to break it to you, but there will be no unauthorized withdrawals on my part."

"My brother's innocent! It was just some poser doing all of those crimes! He just got away! We're the good guys here, sir!" Needle Mouse insisted.

"They're telling the truth!" Allison said.

"Yeah, sure you are. Just like those other alien friends of yours that have been all over the news nowadays. No sale, you two. To me, you're just an overgrown hedgehog and a walking chandelier."

"Those other aliens we fought are not our friends!" Diamondhead said.

"They're telling the truth, officer," Gwen said as she and Max walked up. "There was another alien who-"

"I don't try 'em, kid. I just catch 'em, no matter who they are under the skin. We'll let the guys at Area 51 decide who's naughty and who's nice. Chicago, Tallahassee, Barstow; you and your alien pals have been keeping me real busy. But you're not getting away with it this time."

"This time?" Diamondhead asked.

"Long story," Allison whispered.

"Less talking, more escaping!" Needle Mouse squeaked out as she and Diamondhead readied their quills/crystals before firing them in both directions, embedding them into the S.A.C.T. soldier's blasters, causing them to explode as they along with Allison made a break for it to escape, dodging the blaster's fire as they ducked for cover.

"Get those things!" Lt. Steele shouted as his soldiers moved in.

Our heroes ducked for cover before Allison noticed a laser pointer aimed at her friend's chest before she gasped, absorbed the silver from the quarter she picked up and leaped in front of her to block the laser blast.

"Thanks," Needle Mouse smiled.

"My pleasure, Jenny," Allison said as the twins fired a flurry of crystals and quills at the balcony that the soldiers that fired the blast were, severing it and causing the soldiers to fall to the ground.

Diamondhead then noticed Lt. Steele and the other soldiers running up. He then punched his hands to the ground, blocking their path with a wall of crystal.

The determined Lieutenant walked around the wall to notice his three targets climbing up a ladder to make their escape. He then signaled his two soldiers to block their path on either side.

The twins and Allison made their way to the top of the ladder onto the balcony when their Omnitrixes started beeping down. They looked to see the remaining soldiers approaching them from one side and Lt. Steele blocking the other side as he reached for his holstered blaster

"Any ideas?" Diamondhead asked.

"Yeah," Allison said. "Jump."

"What?" Needle Mouse asked.

"You have any other ideas?"

"When you put it that way..." Diamondhead whispered as they leaped off of the balcony and ducked for cover.

One of the soldiers was looking for them when a flash of red and purple light shined out. He then turned the corner and drew his blaster to see the twins feigning a cower in fear as they ducked their heads.

"Ah! Don't hurt us!" Ben shouted.

"Are those monsters gone?" Jen asked as they held each other.

The soldiers holstered their weapons as the twins smirked in mischief and Allison ducked her way out of the mint.

* * *

Lt. Steele and the soldiers escorted the twins out of the mint when Gwen came running up and she hugged them with a smile.

"Thank goodness you found them!" she said. "We were so worried. They're always running away. We're considering getting leashes."

Lt. Steele then noticed the Omnitrixes on the twins wrists, catching his attention. "Nice watches. Never seen anything like 'em."

"Yeah, they're from..." Ben began.

"Japan!' Jen lied, quickly chipping in as her brother nodded along with her.

"No sign of those aliens or that girl, sir," a soldier said, walking up. "It's like those things just vanished into thin air."

"And I don't suppose you four know anything about those aliens?"

"Only that their the two coolest superheros in the country!" Ben said.

"The Omni Twins rule!" Jen smiled. "Especially the girl."

"Hey, the boy has the girl beat by a long shot," Ben smiled as the two winked to each other.

"Believe me, if we saw them, we'd tell you," Max said.

"Yeah, of course you would," Lt. Steele said as the Tennysons left. He then turned to one of his soldiers with a stern glance. "Keep an eye on 'em. They know more than they're saying."

* * *

Later on, the Rust Bucket picked up Allison after she came out of her hiding place and the twins had a meeting with her.

"It was Kevin at both the video game store and the mint," Ben said. "They were set-ups."

"It was all for revenge on us," Jen said as Gwen searched recent events on her laptop.

"That would explain a lot," Max said. "I knew it wasn't you, Ben. I don't mean to offend you, Allison, but your brother is missing a couple of paddles."

"No offense taken, Max," Allison said. "Besides, that monster isn't any brother of mine."

"But why does that alien S.W.A.T. team guy think all aliens are bad?" Ben asked. "Hasn't he seen the Omni Twins on the news?"

"Looks like some personal experience," Gwen said as she showed them the news articles she found. "Your friend's been busy, Ben. And not just here in San Francisco. Wildmutt terrorizing Tallahassee, Ripjaws in Chicago, Ghostfreak in Barstow."

"Ben's going to get blamed for all that stuff!" Jen realized.

"And I didn't do any of it!" Ben added.

"Can anybody say ironic?" Gwen asked as they heard screaming.

They looked out the window to see a trolley full of passengers with Upgrade's pattern on it speeding past them down the hill they were parked on as Allison face-palmed.

"Kevin!" Jen glared.

"The boy must have gone Upgrade to hijack that cable car," Max realized.

"Anything he can upgrade, I can upgrade better," Ben said, slamming his Omnitrix down, turning himself into...

"Wildmutt?" Gwen asked. "Nice choice, fido."

The Vulpinmancer just growled at her, annoyed.

"I'll meet you guys down at the bottom of the hill," Jen said, slamming her Omnitrix core down and transforming into Frostblight before flying down the hill to the bottom.

Wildmutt then pounced out of the RV with Allison riding on him as he chased the trolley.

Little did they know, the S.A.C.T. soldiers saw them leave.

"Mobile 1, a wild dog alien with that girl riding on him and an ice pixie alien just emerged from that RV. Now both them and the liquid metal alien are headed down California St."

 _"Maintain visuals. I'm on my way."_

The passengers in the trolley were panicking as the driver tried to engage the brakes, only for Kevin's eye to appear in the trolley's frame.

 _"Now why are you doing that?"_ he asked. _"We're just starting to have fun!"_

He let out several tendrils and ripped the brakes out of the frame and tossed it out of the window as the trolley sped downwards.

Frostblight finally reached the bottom of the hill as she saw the trolley approaching.

"Let's do this," she said before inhaling a deep breath and let out a super cold gust of air, freezing an ice wall on the end of the boardwalk to stop the trolley to stop the trolley in its tracks should Wildmutt and Allison fail to stop it.

The traffic stopped as the trolley sped downwards and Wildmutt and Allison bounced on top of it as they followed it.

"Ben, just get us in close enough to stop the trolley!" Allison said as she fingered the materials in her pockets.

Once Wildmutt reached a close enough distance, he leaped off and Allison absorbed the discarded Diamondhead crystal's material before they landed on the cable car.

Soon enough, they passed by an antique shop with Chinese writing on it and a young Asian girl wearing an orange sweatshirt saw the whole thing out the window as the Rust Bucket passed by with her on it.

"Hey, Uncle Jackie, I just saw an orange dog with no eyes with a girl covered in diamond riding on a black and green trolley that seems to be out of control," she said.

"Now, Jade, that was probably just your imagination," a voice said from nearby.

"Yeah, and the demons and Shadowkhan were just my imagination too," she scoffed.

Back on the trolley, Kevin's eye then popped up in front of her with a glare.

"Sorry, Ben. No pets allowed!" Kevin said as spikes shot up from the frame, causing him to lose his balance as he grabbed onto the side of the trolley and he and Allison dodged the incoming traffic.

"Hang on, Ben!" Allison shouted as she punched a hole in the window and the two leaped inside.

Meanwhile, the Rust Bucket sped down the street with its fins engaged.

"You know, at times like this, my stockcar driving experience really comes in handy."

The passengers freaked out over the diamond-coated girl inside the trolley as Kevin stuck his head out beside his sister.

"Peek-a-boo, sis!" he said before he punched Wildmutt into her, causing them both to stumble as the trolley's bench collapsed beneath them, knocking them unconscious. "That's a good little hero."

Kevin then de-merged with the trolley and smirked.

"Let's see, the breaks are out, heroes are trapped, and everyone's about to go for a dunk in the bay. My work is done."

He then transformed into Stinkfly and flew away as Wildmutt and Allison recovered as the Rust Bucket pulled up to the back of the trolley as Max shouted to them.

"Guys, attach the line to the bottom of the RV!"

Wildmutt looked out of the window and saw a line and hook at the rear of the cable car. He looked to Allison and nodded as he grabbed the line in his mouth, jumped out the window and attached it to the bottom of the Rust Bucket. Max then slammed his foot on the brakes with Wildmutt hanging on.

Allison then absorbed the lead from her stray bullet and leaped out of the front of the trolley and slammed her hands against the bumper, digging her feet into the and shouted out in effort as she tried to slow it down.

Max fired a line out of the Rust Bucket's rear and it shot into a building at the end as the Frostblight looked out from the end of the boardwalk, biting her nails intensely as the trolley rapidly slowed down before Allison's foot gently touched her ice wall as the trolley stopped.

Everybody gave out a sigh of relief as they all slumped down in exhaustion.

The passengers of the trolley all cheered out at their rescue as Frostblight smiled and nodded before flying over to her grandfather and Wildmutt as she put her hand on her head.

"Grandpa," she said, breathing heavily. "I think I might need an EKG in five minutes."

* * *

Later, after the twins hid from view, the Rust Bucket pulled up next to a dumpster as the twins and Allison went out from behind it as Ben and Jen smiled.

"Not bad for a 3-inch pixie and an alien with no thumbs," Gwen said as Max proudly rubbed their heads.

"Freeze!" Lt. Steele shouted as his soldiers surrounded them and aimed their blasters at them from all sides. "One move and you're all Swiss cheese."

"What is this?" Jen asked. "What did we do?"

"You have two choices kid: tell us what you have to do with the Omni Twins or get ready to get measured for your prison uniforms."

"What are you talking about?" Ben asked as Lt. Steele picked up left arm with the Omnitrix.

"It has something to do with this watch, doesn't it?" he asked. "Is it some sort of signal to call the Omni Twins to your location?"

"Sir," a soldier reported. "We have reports of that crystal alien attacking the Golden Gate. It looks like it could bring down the whole bridge if it isn't stopped."

Lt. Steele released Ben's arm and picked up his communicator before activating it. "Falcon One, pick up at my twenty. We're not done with you five."

A helicopter appeared overhead and released a line that Lt. Steele picked up and attached to his belt before flying off to the Golden Gate Bridge, leaving the twins and Allison worried.

"Those guys don't stand a chance against Kevin!" Ben shouted.

"We have to stop him," Jen said as Allison nodded.

"Count me in," she said with a smile.

* * *

At the Bridge, Kevin as Diamondhead fired his crystals, severing some of the cables, which fell onto the cars on the bridge as well as destroying the cars themselves with them.

The Falcon One helicopter zoomed in overhead as Diamondhead glared and fired his crystals at it, destroying the tail fin and sending it hurtling away.

"Oh yeah!"

Lt. Steele then took out his knife and severed the line before landing on the bridge, facing the Petrosapien in front of him.

"Lt. Steele. So nice to see you again."

Down below, the Rust Bucket pulled up on the bridge, examining the damage as the twins and Allison groaned.

"Great. Just one more thing I'm going to get blamed for," Ben said.

"Let's finish this right here and now," Jen nodded as Allison stuck her hand out and absorbed the metal from the fallen cable and nodded to them.

"I'm ready," she said as the twins readied their Omnitrixes.

Meanwhile, Lt. Steele was getting the crap kicked out of him as he groaned, realizing how foolish he was as Kevin turned his hand into a blade and was about to cut his head off when he heard a voice from behind him.

"Let him go, Kevin," Ben as Four Arms said from behind him.

Lt. Steele looked confused as he saw the four-armed alien behind him, cracking his knuckles.

"This is between you and me."

"Sounds good to me," Kevin said as he tossed Lt. Steele into the water before he was caught by Battlefly as she flew in the air, nodding to him with a smile as she set him onto the cable.

"Stay out of this, officer," Battlefly said. "We'll handle it from here."

"Why did you save me? You know my job is to hunt down your kind."

"Because it's the right thing to do. My brother and I are heroes. This is what we do," she said with a kind smile before she flew off.

"Still trying to be a little goody-too shoes, Ben?" Kevin asked. "Let me guess, you just want to help me?"

"You had plenty of chances to get help, little bro," Allison said from behind him as Kevin turned around to see her with her arms crossed and a scowl on her face. "But you always chose yourself in the end. This time you're getting what you deserve. Just imagine what Mom's going to say when she finds out about this."

"You swore that you would never mention our mother!" Kevin shouted to her.

"To who? It certainly wasn't you, you monster!" Allison said as she reached down and absorbed the metal from the bridge as Battlefly flew in and glared.

"Aw, does this mean you're not my little sister anymore?" Kevin mocked as Allison started twitching.

"That tears it!" Allison shouted as Kevin fired tons of crystals at her, which she punched away with her metal armor as she ran in and slammed him with her powerful punches before Four Arms ran in, grabbed his head and judo-tossed him into the end of the bridge.

"You'd risk all those innocent lives just to get even with us?" Battlefly asked as Kevin looked up and glared.

"Nobody's innocent! They just haven't had a chance to make fun of me yet!" Kevin shouted as he shot his crystals at the butterfly alien, before she gasped and flew around to avoid them and he exchanged blows with his sister and Ben.

Back at the bottom of the bridge, the S.A.C.T. team came in with the concussion bazooka from before to end this fight before it got too out of control.

"You can't do this!" Gwen shouted. "They're trying to help!"

The soldiers charged up the bazooka and aimed for the battle, shifting from Kevin to Battlefly to Four Arms, trying to get a target locked on. They finally did so with Four Arms.

"Target's locked on, sir," a soldier said. "Permission to fire?"

Lt. Steele reached for his communicator and pressed it. "Fire on my command only," he ordered. "Repeat, on my command only."

"We gotta blow those alien freaks back into outer space."

"Do you really want to disobey a direct order from Steele?" the soldier's partner asked.

The fight continued as Allison landed blow after blow to her brother, protected from her metal armor before Four Arms grabbed him and slammed his back on his knee like Bane did to Batman.

They stood over him, ready to deal the final blow. But before they could do so, Kevin morphed into Heatblast and blasted them with his fire, sending them backwards.

Four Arms tried to charge him, but he avoided it and crashed into the other side. He then slammed his hand on the bridge, causing the metal to shift under him and send him flying.

Kevin then morphed into Stinkfly and flew downwards and slammed his sister into Four Arms with his tail and Battlefly gasped.

"That does it!" she shouted as she twirled her arms and let loose a cyclone, sending him out of the sky before he morphed back into human form and slammed against Four Arms chest before crashing down on the bridge.

Four Arms then glared at him and reeled his fist back before he saw a glance of his sister flying next to him and she shook her head at him. He then nodded to her and slammed his fist into the bridge next to Kevin, leaving a crater before Battlefly smiled at him, proud of her brother as she then flew over to him and hugged him.

"Good job, bro," she smiled before Allison shrugged as she dissolved her armor as she shook her head in disappointment at the monster her brother had become.

"Let's get out of here, guys. I'll call the cops on him," Allison said as Four Arms nodded.

"I heard that," he said as they turned around.

"Get back here and fight, Tennyson! I'm not through with you two yet!"

"Well we're through with you," Battlefly said sternly.

"You're not worth it," Four Arms agreed. "You never were."

Kevin glared at the three walking away from him... but suddenly, his pupils shrank to a pinpoint. Suddenly, his entire body was covered in gross mutated bumps and his entire body bulked up. His left arm bulked up and took on Heatblast's rocky molten texture. His shoes ripped as his legs transformed into Four Arms' legs with XLR8's wheel-like feet at the bottom and he grew XLR8's tail with Stinkfly's stinger at the end. His entire body grew incredibly muscular, his shirt ripped and he grew crystalized joints that formed two insectoid wings at the end and one ignited in flames and his . He let out a horrifying scream as his entire body grew completely unrecognizable.

The three looked back and looked at the horror movie sight going on before them and Battlefly looked about ready to puke.

"That is so wrong," she said.

Kevin stood up and the three looked at what was happening to him. He had Four Arms' body shape with two sets of arms. His torso had Ghostfreak's streaks on his torso with Wildmutt's sonar gills on his waist. His back is hunched over and he had Upgrade's metallic alloy. He had Diamondhead-like joints that formed Stinkfly's wing shape with the right ignited in Heatblast's flames and the right completely crystalized. His head had Four Arms' right eyes and Ghostfreak's eye on the left. He had Ripjaw's angler on his forehead as well as his gills and throat. His jaw was jointed with Wildmutt's incisors and Ripjaw's fangs between them. His upper left arm had Four Arm's shape and Heatblast's texture. His upper right arm had Upgrade's elastic shape and Diamondhead's hard texture. His lower left arm had Ghostfreak's shape and Wildmutt's fur and claws. His lower right arm had Ripjaws' shape and claws and Grey Matter's skin. He had Four Arms' upper legs ending in XLR8's wheel-like feet and finally, he had XLR8's tail with Stinkfly's stinger at the end.

He clutched his eyes and focused, but without success. "I... I can't change back! I'm stuck like this! Look at what you've done!"

"Oh man!" Four Arms said. "Is there anything I'm _not_ going to get blamed for today?"

Kevin charged them and slammed all four of his fists against Four Arms and his sister in absolute rage. He then tossed his sister off the bridge before she was caught by Battlefly, who was struggling a bit as she dodged Kevin's fire blasts.

"You know, your brother's a real jerk."

"Tell me about it," Allison sighed. "But he's still my brother and therefore my responsibility."

Kevin tossed Four Arms away off the bridge before he caught the bridge, leaving him dangling off. He knew that his current weight would be too much for Battlefly to handle. Kevin put his foot on Four Arms' hand.

"You'll never beat me. Because you're one of the good guys. And good guys never have the guts to finish guys like me."

"But I do," Lt. Steele said. "Fire!"

The S.A.C.T. soldiers fired the bazooka, hitting Kevin square in the chest and he was sent screaming down into the Pacific Ocean as Battlefly set Allison down as the Omnitrixes started beeping.

"Kevin!" Allison shot down as he collided with the water. She then looked down as her eyes began to water and she held her head down in despair.

Four Arms then leaped over to Lt. Steele after pulling himself up and helped him to his feet as Battlefly flew towards them as Allison sighed and climbed off of the bridge.

The Omnitrixes then timed out, leaving the twins in their armor as Lt. Steele looked on in shock at them.

"Are you still looking for us, sir?" Jen asked.

 _"Second and third targets locked on. Permission to fire?"_ the soldiers asked Lt. Steele over his communicator.

"We've got our alien. Stand down."

The twins smiled at him.

"Good work, you two," he said before he reached into his pocket. "Forgive me, I'm afraid I've misjudged you."

"No hard feelings," she said as Lt. Steele reached into his pocket and produced two badges and placed one in the hands of both of the twins.

"Consider yourselves honorary members of the Special Alien Containment Team."

"Wow," Jen said, looking at the badge. "What an honor."

"Thanks. If you ever need us, just call," Ben said as the twins leaped away from the scene.

"Well what are you waiting for? A pretty please? Get me down from here!"

* * *

The Rust Bucket drove along the road, now having one more occupant in it.

"Not even Kevin could've survived that blast _and_ that fall, right?" Gwen asked, unsure.

"You're asking the wrong guy," Ben said. "I thought he was gone for good the last time."

"What are you going to do now?" Jen asked Allison as she sat on the couch with her head in her

"I don't know," Allison said. "Kevin was the only ambition I had before. I promised myself that I would protect him when our dad died... and now I've broken that promise. What do I have left now?"

"Well..." Jen asked with a smile. "Remember that offer that Ben made Kevin back in New York?"

"Yeah," Allison asked.

"Well, I'm prepared to make that offer to you, Allison. Come on, you can come with us. Use your powers to help people. It'll sure be one heck of a great adventure with you along for the ride."

Allison pondered for a moment before she smiled at Jen and brushed her hair out of her face.

"Well... I have nowhere else to go, so..."

"Oh yay!" Jen cheered as she shot up and spun around Allison in a hug. "This is going to be so amazing! We can travel all over the country. When we get home, I can show you where I live. You could be the big sister I never had!"

"Choking... not breathing..." Allison choked as Jen let her go.

"Sorry. Got a little carried away there," Jen said, chuckling slightly.

Ben smiled and nodded at his sister's happiness as they pulled up to see Lt. Steele's brigade at the end of the bridge.

"Now why is it that you three are always around when the Omni Twins or other aliens show up?" Lt. Steele asked as the twins covered their Omnitrixes.

"Really?" Max asked. "Is that a fact? We hadn't noticed."

They all smiled innocently and nodded.

"Yeah. Guess it's just a coincidence. Maybe our paths will cross again someday."

"I'm counting on it, sir," Jen said with a smile.

"Drive carefully. There's lots of weird stuff out there."

"Yeah, you're telling us," Ben smirked as they drove away.

The camera then shifted down to the ocean with a few bubbles rising to the surface.

* * *

 **Next time on Ben and Jen 10:**

 **Grudge Match**

 **I'd like to thank LordOozaru23 with the idea for Kevin 11's new unique design for this fanfic and for his ideas that you'll see more of in the future.**


	17. Grudge Match

A spaceship loomed over the Earth as we shifted to the Rust Bucket knocked over on its side on the road it was on with Max and Gwen inside groaning in pain from the crash.

Outside, the twins as Diamondhead and Blossom Rose were blasted into one of the windmills by the wind power farm they were attacked at, leaving a huge path in the grass as they looked up and glared as Kevin tossed Allison towards them.

"Oh, no you don't!" Blossom Rose shouted as she shot her hands out and vines shot out from her fingers and wrapped around her friend's waist as she pulled her in.

"You are one sorry sight, Rockhead!" Kevin said as his three opponents glared.

"That's _Diamond_ head to you, punk."

"And speaking of sorry sights, have you looked in the mirror lately?" Allison asked as Blossom Rose set her down on the ground as she stuck her hand out and absorbed the white metal from the windmill.

"It's payback time for you three turning me into a freak!"

"You were always a freak, Kevin," Blossom Rose said, crossing her arms. "It's just that now, the ugly's also on the outside."

"Diss me all you want, Jenny," Kevin said. "I'm still ten times better than all three of you. I have all your brother's powers, plus my own! I'm Kevin 11!"

He then shot his arm out and fired crystals from his Diamondhead arm that simply shattered against Diamondhead as he stuck his hand out and caught one.

"Too bad each one of those is only a tenth as powerful as mine."

They all walked forward as Kevin shot out a blast of Stinkfly's goop from his mouth, gunking Blossom Rose in the face as she wiped it off.

"Ew! Gwen's right, this stuff is totally gross."

Kevin then flapped his Stinkfly wings and flew towards them before he grabbed his sister and flew her into the air as she groaned at him.

"Are you still sure that we're related?" she asked as she pounded against her brother and he tossed her into a windmill, sending it crashing to the ground.

He then gasped as the blades of the windmill came flying out and struck him in the chest before he crashed against the ground and found himself wrapped up as roots binded all around his body as Blossom Rose positioned her hands at him.

He then burst out of the roots in a look of fury as Diamondhead and Allison walked over with a glare as the screen split four ways as the four instantly charged towards each other... right before a red beam of light shined down on the four and they instantly vanished from sight.

Gwen and Max recovered as they stumbled out of the Rust Bucket, each with a pulsing headache, only to find that their three companions were nowhere in sight.

"Ben? Jen? Allison?" Gwen asked.

* * *

The red light shined upwards and Diamondhead threw out his punch, only to find that he missed his target as he was suddenly in a black void.

Suddenly, a spotlight shined down on him from above.

"What happened? Where am I?" he asked.

 _"Presenting our newest challengers from Planet Earth!"_

Suddenly, the lights immediately turned on in the area revealing that he was in an arena that was surrounded from all sides with a crowd of aliens cheering on from the rafters.

"Challengers?"

Suddenly, a rolling ball rolled up to Diamondhead and revealed itself to be a robotic gladiator with blades for hands. It walked up to Diamondhead and walked towards him.

"Easy now. You look upset."

The robot unsheathed its blades and swiped at Diamondhead, who avoided them and then caught them in his hands. Unfortunately, the robot revealed two more blades from its shoulders and it brought them down on him, only for him to do a backflip, doing all he could to avoid the deadly weapons.

Meanwhile, the camera shifted outwards to reveal the others in the same boat as him in different arenas with Blossom Rose being held back against her own droid as she avoided its blades.

"Plants and knives, never a good combination," she said as she conjured a shield of vines from the ground that the robot sliced through cleanly.

Kevin was blasting fire at his own robot foe while his sister morphed her arms into blades after absorbing the metal from the floor and was having a rough time of her own.

Diamondhead released a flurry of crystals from his hands, which deflected off of the robot's blade. He then ran up, morphed his arm into a blade and cut the robot's left arm off.

It retaliated, slicing a few dents into Diamondhead's arms,much to his shock.

"Okay, it's time to play can opener!"

He morhped his arms into blades again and sliced the robot's legs off, instantly causing it to fall over, unable to continue.

Blossom Rose glared as she noticed the sun shining in through the windows of the ship and she sighed in relief as she absorbed its nutrients as the bud on her head opened into it's flower form and she unleashed her solar beam from it, instantly reducing her droid into a smoldering husk.

The crowd erupted into cheers at the twins victories as Blossom Rose smiled and bowed to them.

* * *

Inside the watch tower in the center of the ship, a robotic being with six eyes observed the twins on his monitors.

 _"These two are spirited."_

* * *

"You want a piece of me!?" Kevin asked as he exchanged bloes with his robotic foe. "I eat wimps like you for breakfast!"

He jumped onto the robot, keeping its arms apart before he opened his maw and ripped the robot's head off with Ripjaws' powerful teeth.

The robot flew backwards into the wall and continued to advance as Kevin spit its head out.

"You want some more?!"

The robot tried to swipe at him, but he avoided it with XLR8's speed and he ripped its arm off before charging at it and severed it in two using its own arm. He then tossed the torso into the still-advancing legs before he threw the arm at it, destroying the robot entirely in a huge explosion.

The crowd cheered at him as he smiled and celebrated his victory, loving every minute of the attention.

* * *

" _Sadistic, cruel, merciless. True gladiator material,"_ the mysterious figure said, watching Kevin's every move.

* * *

Allison ducked her head to avoid her robot's blows as she glared and placed her hands on the robot's shell, absorbing the metal before she morphed her hands into blades and sliced both its arms off before using them to slice it in half and then quarters and then who knows how many as she finished and tossed the arms to the side as the crowd cheered for her too as she stood there, breathing heavily.

* * *

 _"There is a fire in this one as well,"_ the figure said, examining Allison's fight as well before he turned his attention to all four as they played to the crowd, Diamondhead lifting his defeated foe up, Kevin signalling the audience to cheer harder, Blossom Rose smiling and bowing as if she was giving on a true performance and Allison just breathing heavily, paying no attention to the cheers.

* * *

Suddenly, the Omnitrixes timed out and Ben lost his grip on the robot as it recovered and advanced towards him.

The crowd gasped at the reveal as she stood there.

All he could do was run away and avoid its blade swipes as he screamed.

"Did I mention I don't want to fight?!"

* * *

 _"Humans?"_ the figure asked, confused.

* * *

Jen then suddenly sensed her brother's distress as she put her hands to her head and used her telekinesis on herself and lifted herself to above the wall's level to see the arena next to her and her brother's plight.

Ben dodged the blades from the robot, convinced he was doomed before the robot suddenly had a pink blast of energy burst through it's chest. He then looked to see Jen there with her hand smoking with a glare.

"If anyone touches a hair on my brother's head, theirs comes off!" she shouted.

The crowd cheered at the two as Ben turned to his sister.

"Why didn't you help me before?"

"Yeah, well, I had my own battle to deal with back there, Ben," she said before hugging him.

* * *

 _"Hmm... brother and sister. Interesting. They are truly resourceful. Crowd pleasers."_

The figure then paid his attention to all four of the warriors he just picked up and he smiled.

 _"I'll make a handsome profit off of these four."_

* * *

The walls of the four arenas suddenly dropped, revealing Ben, Jen, Kevin and Allison to each other.

"You!" Ben shouted as he and his sister braced himself before Allison marched over and readied herself for him.

"If you want these two, Kevin, you have to go through me!"

"What is up with sending me to this freaky place?" Kevin asked as he brought his fists down onto the ground in front of them, sending them backwards onto the floor.

"Why do you have to blame us for everything that happens to you, Kevin?" Jen asked. "We have nothing to do with this!"

"If you didn't, then who did?"

As he was about to pound them again, the red beam of light shined down again and teleported them away.

* * *

They then showed up in a different room on the ship and recovered as they dusted themselves off.

"Okay, I definitely do not like that," Ben said.

They then noticed four samurai drones use their staffs to knock them on their feet and they placed a badge-like device on each of their chests.

"Hey! Hands off!" Kevin shouted as he ran in to attack them.

One of the robots retaliated by pressing a button on its gauntlet and sent a shock through all of their systems, causing them to scream in pain from the electrocution as the robots left the room.

"Where are we?" Ben asked.

They then looked out the window of the ship and noticed the stars in space as they passed by the moon and saw the Earth in the distance.

"You had to ask, didn't you bro?" Jen asked, shaking her head.

"We gotta find a way off this ship and back home," Allison said with a nod.

"This _is_ your home now," said a voice from behind them.

They looked to see some more alien prisoners sitting looking absolutely miserable. They each had the same tracking device on their chests.

"Escape is impossible."

"We've all been taken from our native worlds and forced to fight for our lives for the entertainment of the galaxy," another alien added.

Furious, Kevin grabbed Ben and slammed him against the wall. "This is all your fault!"

"How is this his fault, little bro?" Allison asked, crossing her arms.

"I don't know. It just is!"

Suddenly, the tracking devices activated again and shocked all of them, sending them sprawling to the floor as a yellow light deployed from overhead.

"Meal time."

Suddenly, a row of tables activated and some dispensers from overhead oozed out some purple slime as the aliens all walked up to them, leaving Ben, Kevin, Jen and Allison confused as they looked in disgust at the food (if you can call it that).

"No thanks," Jen said. "I had purple slop for lunch."

"Literally," Allison said as she pushed her tray back.

"Are you sure?" another gladiator asked. "You should eat before Technorg demands his offering."

"Who's Technorg?" Kevin asked.

They suddenly heard a rumbling as the alien they could only assume was Technorg walked towards them. He was had orange skin along with large jaw with the teeth merged with the lips and wore armor on that released steam from the joints and his left hand was replaced with a large mace.

The other gladiators gasped and got down to their knees and bowed before him in fear.

"The reigning champion," a gladitaor explained. "You four would be wise to show respect."

Ben, Jen and Allison immediately got down to their knees in fear as Technorg walked into the room.

Technorg walked over, picked up the trays one by one and scarfed down the slops... until he reached our heroes/villain's section, where Kevin snaked his XLR8 tail outwards and slammed Jen's tray into his face.

Everyone else gasped and leaped to their feet in fear as Kevin looked on smugly.

"Wow, major disrespect! You gonna take that from her?"

Jen gasped as she looked to Kevin. "Me?!"

Technorg picked up Jen and glared as she struggled in his grip.

"Look, I don't want any trouble, okay?"

Technorg only let loose some steam from his armor and threw her across the tables, getting slop all over her as he walked over to her.

"Hey, tough guy!" Ben shouted as Jen recovered. "Stay away from my sister! Why don't you pick on someone you're on size?"

Ben dialed his Omnitrix and transformed into Four Arms and gave him an uppercut to the head as Jen glared as her hands glowed with energy as she glared and started levitating in the air on a platform she generated and pressed her Omnitrix and her Omni Suit generated around her as she glared.

The Levins looked on in shock. Allison whistled and put her hands on her hips.

"Not bad," she said. "The twins certainly picked up a few new tricks since New York."

* * *

 _"These humans are full of surprises,"_ he said, observing the fight. _"Bring them to me."_

He activated his teleportation system, sending both sets of siblings to his section of the ship with his security guards.

The guards pushed them to their knees as Jen's helmet de-energized, revealing her head, while leaving the rest of her armor intact.

"Hey! Watch it!"

 _"I am Slix Vigma,"_ the figure revealed. _"This is the Megacruiser. Everything on this ship belongs to me, including you four."_

"I don't belong to nobody, Slick, you sark!" Kevin said before the device on his chest shocked him again.

 _"I speak, you listen. These eyes see everything on this ship and these hands control everything on this ship. And I decided that your relationships will make you entertaining teams in the arena._

"Team?!" The twins asked as the guards clamped a pair of electric cuffs to Ben and Kevin's legs and Jen and Allison's legs.

"No!" Kevin shouted as he stood up. "I don't want to go anywhere tied to this loser!"

"You took the words right out of my mouth, freakazoid!" Four Arms shouted as Jen and Allison stood by.

"No offense to you, Allison, but if I'm going to be on any team here, I would want it to be with my brother."

"As it should be," Allison agreed. "But this is how it is, so let's just go along with it, alright?"

"Fine," Jen said with a sigh.

The guards activated the devices again and shocked Four Arms and Kevin again.

"Ben!" Jen shouted, running over to her brother before she and Allison were shocked from her reaction. "Oh, come on!"

 _"Your fates are now linked,"_ Slix said. _"If any of you should happen to expire, the shackle will ensure that your partner does as well. Now, your next opponents await you."_

Both pairs were then teleported away to different arenas.

* * *

Four Arms and Kevin were teleported to the arena where they found themselves right where they didn't want to be: facing the guy who they just picked a fight with.

"There can only be one champion here!" Technorg shouted. "Me!"

He charged Four Arms and Kevin, who attempted to run away, but were restrained by their shackles and tripped up and Technorg tackled them to the floor before playing it up to the crowd.

"Nice move, moron!"

"Give it a rest, Kev!" Four Arms said. "This is both our problems. And it's the problem our sisters are facing too."

Technorg then picked up the shackles and tossed the pair around like a javelin before he tossed them into a wall, leaving two indentures into it before the Omnitrix timed out, leaving Ben in his regular state before he quickly activated his Omni Suit and glared at Kevin before deactivating his helmet.

"Great, now I'm stuck to a piece of stupid dead weight! But not for long." He picked up Ben in his Diamondhead hand and attempted to kill him with his fire powers, but the device on his chest quickly restrained him and sent him to the floor, convulsing due to the electrocution.

"Remember the whole "Your fates are now linked" speech?" Ben asked. "It was literally only two minutes ago!"

Technorg jumped up and prepared to crash down on them, before they moved out of the way. Unfortunately, the impact resulted in an explosion which sent them sprawling to the floor again.

Technorg and Kevin recovered while Ben was still regaining his bearings. Kevin then sprinted away from Technorg, unaware of the shackles still attaching him to Ben. Naturally, Ben was dragged along the floor on his back as Kevin ran away. This resulted in a chase all around the arena before Ben landed in a pile alongside Kevin.

"Oh, I'm sorry," Kevin mocked. "Did that hurt?"

Technorg then charged Kevin and Ben noticed the shackling. He grabbed it and ran out of the way before pulling on it, tripping Technorg, sending him crashing into Kevin.

"Hey! You did that on purpose!"

"Duh."

The crowd started booing the three at the antics they had before them.

"Boos? No one boos Technorg! Technorg is champion!"

"Lets get some distance between us and him while he's distracted," Ben suggested to Kevin before running off... only to be tripped up by the shackles when Kevin didn't budge an inch.

"You're not the boss of me, Puke Bag!"

"Hey, if we're going to stay alive, we're going to have to work together."

"Why would I want to work with you? You're useless. I can take care of this goof myself!"

Kevin then used his Stinkfly goo that blasted Technorg in the back followed by a flurry of Diamondhead crystals, catching his attention.

Technorg slowly walked towards his opponents before Kevin blasted his crystals at him again, having absolutely no effect.

"You were saying?" Ben asked sarcastically.

Kevin ignited his Heatblast hand and fired a fire blast at him while he was still dripping goo.

A stray flame bounced off and caused a small explosion once it hit the goo, catching Ben's attention.

"That's it! Mix Stinkfly goo with Heatblast fireballs!"

"What for?" Kevin asked.

"Just do it! Trust me!"

Kevin complied by blasting his goo at Technorg, followed by a fire blast, which ignited the goo and caused an explosion which sent Technorg flying onto his back.

"Cool."

Ben smiled as he climbed up onto Kevin's shoulder. "If you use your powers in combinations, they make up for not being full power. Okay, for example: XLR8 speed plus Four Arms strength plus Diamondhead invulnerability equals..."

"One mean punch!" Kevin realized.

Kevin then used his speed to zip off while Technorg recovered and charged towards them again. They both punched each other, sending them sprawling in the other direction. Kevin then zipped off again and ran towards the stunned Technorg before combining his strength with his invulnerability and giving the alien one mean punch to the face, sending him sprawling onto his back, unconscious.

 _"Presenting your new champions!"_ the announcer said over the loudspeaker as the crowd went wild over the knockout.

"Oh yeah! Who's bad!" Kevin celebrated while Ben shook his head.

"You are so pathetic," Ben said to him as a hologram of Slix appeared in front of Technorg.

 _"Now, finish him off!"_

"Gladly," Kevin said with a grin as he approached the downed Technorg.

"Kevin, no!" Ben said as he climbed down on his shoulder and restrained his partner using the shackles.

"That's it, it's go time again!" Kevin said as he picked Ben up before the devices on their chests shocked them again as the guards came out and restrained them as the hologram popped up again.

 _"Mercy?"_ Slix asked. _"What a novel concept. Now let's see how your sisters are doing."_

* * *

Jen and Allison were teleported to an arena where they found a warrior that looked like a literal spider-monkey hybrid with blue fur, four arms, four eyes yellow and two legs. Ittalso have three fingers on each hand and three toes on each foot, blue fur over a dark blue center, and a tail with a stripe design. It carried four blasters in each of its hands and glared at them before hooting as Jen and Allison got their game faces on as they each dodged each of the blasts from the blasters the alien shot at them before Jen gasped and regenerated her helmet.

Allison shot her hand down and absorbed the metal from the floor before she gasped and deflected each of the blasts and Jen fired her own at the alien before he dodged them as well as she turned to her friend.

"Any ideas, partner?" she asked as Jen's eyes looked at the way their opponent was moving before looking down at her own feet and she gulped.

"Yeah," Jen said before she held her hand out to Allison. "Dance with me."

"Jen, you must be insane!"

"Trust me, my mom signed me up for dance classes when me and Ben were five years old. We were instructed that dancing teaches balance and rhythm, which are key in fighting an opponent like this."

"You'd better be right about this because if our brothers see this, they are never going to stop making fun of us!"

"You're just going to have to trust me!" Jen shouted as Allison groaned and took Jen's outstretched hand as Jen nodded. "I guess in this case, it takes three to tango."

 **(A/N: Any gay jokes made about this scene by the reviewers will be blocked.)**

Jen then took the lead as she and her partner started dancing the tango as they danced around the arena and avoided the blasts as they danced around their simian opponent as Jen glared as she kicked her foot up and nailed him in the head with her armored foot as Allison twirled Jen around as they avoided the blast and Jen nodded.

"Wow," Allison said, impressed at her agility through her dancing. "You're really good at this."

"I haven't actually danced for about three years since I graduated. Now please shut up," Jen said as Allison nodded and pretended to zip her lip.

"Okay, I think we've tired him out enough," Jen said, noticing their ferocious opponent panting. "Now!"

Allison and Jen broke formation as Jen fired tons of energy blasts at the monkey opponent and Allison nailed him with several blows to the head before they both came in and nailed him with one punch to the face, sending him to the ground.

"Finish him off!" the crowd shouted as the girls stood over him as Jen shook her head.

"Do I look like a murderer to you?" she asked her partner.

"No. There's not a killing bone in your body," Allison said as Jen kicked away the aliens' blasters and shouted up the crowd before unfastening her helmet and tossing it to the floor.

"Are you not entertained?!" she shouted up as the crowd silenced. "Are you not entertained?! Is this not why you are here?! I am not a killer and each and every one of you need to accept that!"

The crowd cheered to them as they stood panting before Allison helped the monkey to his feet.

"Who says that we have to kill our opponents? This is battle, not murder!"

The crowd fell into a stunned silence at their act as Jen stood with her eyes closed sternly and her arms folded. They then applauded the pair and whistled as they looked shocked before they started to appreciate their moral actions.

"I guess these guys do have a sense of morality after all," Allison said, nudging her friend.

 _"Merciful, just like your brother,"_ Slix's hologram said as it appeared. _"You humans are truly unique specimens after all. Prepare for galactic hyper jump. I need to recruit some new blood worthy of our new champions. You two will do for now."_

"What?!" Jen and Allison both gasped.

* * *

The door opened as the two teams of siblings came out as the other gladiators bowed down to Ben and Kevin as Kevin smirked.

"Nice to finally get some respect around here," Kevin said as the twins approached each other.

"Ben, I want to smack down with Kevin just as much as you do, but not if it means throwing down with you too!"

"I know, right?" Ben said. "There is no part of me that wants to fight my own sister, even if my life was on the line."

They then stopped once they saw Technorg approach them.

"Thanks for letting him live, dipstick!" Kevin said... just as Technorg bowed to the four of them and presented his food to him.

"You bested the best, then spared my life," he explained to the four children as they looked on, confused. "Now _you_ two are my masters."

"But I didn't fight you," Jen said to him, confused.

"You are his sister and therefore you have his blood running through your veins, no? Then you are every bit my master as he is."

Kevin then took the food and smiled.

"Actually, it was all _my_ idea," he smirked before scarfing down the food.

The twins glared before turning to Technorg.

"We don't want to be your masters, Technorg," Ben said.

"We just want to get back to Earth," Jen finished.

Technorg then made sure that the guards weren't noticing before he spoke softly to the twins. "Even if you could free your collars and escape, the Megacruiser will soon be travelling to another galaxy."

"There must be some way to get to the guards' collar controls," Ben said.

"We have all tried. None of us are powerful enough to overtake them."

The twins then looked to each other and smiled.

"Maybe not alone," Jen said. "But if we all work together, we might have a chance."

"Okay, here's the plan," Ben said as he signaled all of the gladiators in the room to huddle together.

"This is basically a prison, right?" Jen said as they all nodded. "Well, have you guys ever heard of a riot?"

* * *

Later, the twins stood on opposite sides of the door that the guards were standing at and they nodded before Jen winked to Allison.

"It's showtime."

The eldest of our heroes nodded before she nudged Technorg and he turned to the fish-like alien filled with a helmet filled with liquid who growled before he kneed a lizard-like alien who nudged Kevin with its tail.

"Ugh, I can't take it anymore!" Kevin shouted. "I've got to get off of this ship now!"

He then fired a fire blast and tons of crystals towards the guards who then advanced forward to restrain them.

"Stop him!" Technorg shouted as the aliens all piled on top of him as they were all shocked before their collars started sparking out and emitting smoke.

"The shock collars," the monkey alien that Jen and Allison spared earlier realized. "They're disabled."

They looked up to see aguard approaching before Grey Matter peeked out of it with a smirk.

"All it takes is a short circuit and a little Grey Matter," he smiled.

"And a prison riot, it seems," Jen added, walking up.

"Ah, get over yourself, short stuff," Kevin stated. "A monkey could've done what you did."

"Then why didn't you, bro?" Allison smirked as she and Jen both laughed as Kevin glared at them.

Technorg then charged the guards and destroyed them with his mace hand. "Freedom!"

The rest of the aliens dispatched with the rest of the guards before the twins gestured to their partners.

"Come on," Jen said. "We have to get off this ship before I have to fight my own brother."

"Oh man!" Kevin groaned. "I was just starting to have some fun!"

"Let's go, little brother," Allison said as Grey Matter controlled the guard suit that he and Frostblight rode on while their partners walked alongside them.

* * *

Our heroes then walked to the guard station and showed up at Slix's living quarters, only to find nothing there when they opened the door.

"The controls to the emergency escape pods should be somewhere," Grey Matter said as he and his sister examined the room, trying to find the controls.

"That Slix guy said that he controls everything on this ship from here," Jen remembered.

"But where?" Allison asked.

 _"Actually, that's not quite accurate,"_ Slix said as his holograms appeared all around them. _"What I said was_ these hands _control everything on the ship. Including them."_

Suddenly, a bunch of guards appeared all around them and surrounded the four as they all stood back to back.

 _"And, unlike you, they have no problems with finishing off their opponents."_

The guards bared their weapons at them as Grey Matter looked on nervously.

 _"I told you: these eyes see everything. And so will everybody else."_

As this was going on, the camera revealed that the standoff was being projected on the screens in the arena by some cameras in the area as the crowd could see everything going on, causing them to go insane with cheers.

 _"But your demise will not be the opening act; theirs'_ _will."_

He revealed that he had captured Technorg and the other gladiators and they were all gathered in the arena while they were being restrained by more shackles.

An opening was revealed in the floor and revealed a bunch of hungry alien beasts that snarled as the gladiators gasped in shock.

"If we're going down-" Grey Matter started.

"-we're going down fighting," Kevin said as Jen suited up and Allison got ready for fighting.

They all charged as they all engaged in battle with the guards as Allison ducked and absorbed the metal from one of the guards and morphed her hands into mallets that she used to smash some guards in the head and Jen gave energy punches and kicks to each of them as she shot her head up.

Grey Matter used his guard to slice some of the others up and fired some energy bolts at them as Kevin smashed others in the group with his brute strength and roared out.

The four then turned as the guards fired energy blasts at them as they gasped.

"I can still..." Kevin began as he showed his fire powers.

"You don't have to," Jen said, holding him back. "Just cover your nose and hold your breath. You do not want to be on the receiving end of this, trust me."

Jen dialed her Omnitrix before slamming the core down, initiating the Omnitrix sank into her wrist and she grew pink fur with white patches from the wrist down as it snaked up to her body as her hands grew sharp claws and her muscle mass increased as she spun around. She grew a long pink bushy tail with a white streak through the middle as her feet shifted to paws as the fur made its way up to her face as she clutched her eyes open again, revealing them to be pink with black sclera. Her clothes morphed into a pink one-piece leotard with the Omnitrix symbol beneath her breastbones. She whipped her tail to the screen and she struck a pose.

"That's a new one," Allison said as Stinkbomb finished as she bared her claws towards them.

"This is Stinkbomb," she explained as she lifted her tail and nodded as the others held their breath and she turned to the guards. "And _this_ is you going bye-bye!"

She then focused hard and unleashed a cloud of toxic gas that filled the room immediately as the guard's circuitry seized up and started sparking out from the chemical fumes surrounding them as she looked to Kevin and ducked for cover as she nodded to him.

Kevin grinned before the others ducked for cover behind the walls to avoid the fumes in the room before he lit up a fireball and tossed it into the room, igniting the gas and causing a huge explosion which destroyed the rest of the robots as they smiled.

"Nice teamwork there," Grey Matter said to his sister and Kevin.

"If you try to hug me, you're going to get slugged," Kevin warned as Grey Matter's Omnitrix timed out, turning him back to Ben.

Then, more guards appeared from behind doors, which Stinkbomb glared as she let loose another cloud of gas, which shielded their escape as they ran to the balcony to see the gladiator aliens.

Technorg struggled and then burst out of his shackles using nothing but his brute strength and glared towards the guards.

The guards zapped him using their staffs and forced him over the edge, causing him to dangle over the wild alien beasts below.

The crowd cheered at this as Slix stood on his balcony observing everything... until...

"Look out below!" Allison called from above as Kevin dropped down on her brother's shoulder along with Ben as he and Stinkbomb tackled him.

"What do you think of this?!" Kevin shouted.

"Ease up, dude," Ben said. "We still need him to release the escape pods."

"I'm done listening to you three," Kevin spat as he turned and held Slix in the air and tossed him into the arena as the gladiators and guards were battling and the crowd was loving every minute of it.

 _"This isn't part of the show..."_ Slix said as his cybernetic body started giving out sparks. _"I've got no... got to... stop... stop... stop..."_

As he stuttered, his guards started sparking out as well and they all shut down as the gladiators stopped fighting them and stared in confusion.

"Wait a minute..." Ben thought as he looked at the guards. "Of course!"

Kevin hopped down to the arena with his companions as Stinkbomb ran over to Technorg and shot her tail out to him.

"Come on! Grab my tail!" Stinkbomb said as Technorg nodded and let go of the ledge before grabbing onto Stinkbomb's tail and she struggled in effort as she swung the former champion onto the ledge and they both panted out from using so much energy.

"You saved my life," Technorg said as Stinkbomb panted out with a sigh.

"Don't mention it," she said. 'Really, don't."

Her eyes then rolled back into her head and she fainted into Technorg's arms as her Omnitrix timed out, leaving her as Jen again.

Kevin angrily stomped towards Slix as Ben tried in vain to hold him back.

"Kevin, no! Wait!" Ben shouted.

"If you destroy him, we have no way off this ship!" Allison warned.

Kevin angrily picked up the cybernetic alien and was about to throw him to the beasts... just before a green light flashed behind him and Slix was overtaken by Upgrade's patterns, indicating Ben had possessed him.

"What?" Kevin asked.

 _"I said wait,"_ Upgrade sternly said as Kevin set him down.

"How did you..."

 _"This guy doesn't just operate the control console, he_ is _the control console. And now I control everything on this ship,"_ Upgrade explained as Slix's robes fell away, revealing his completely robotic body.

"Well goody-goody for you," Kevin said as Upgrade released the shackles on both him and Kevin and Jen and Allison as Kevin walked away to the rest room to find a way off the ship.

Technorg passed the sleeping Jen to Allison as she pet her head.

"Easy, Jenny," she said. "We're going to be okay."

 **(Again, I want no gay jokes or comments in the reviews. I promise you that both of them are completely straight.)**

Upgrade the flying device where the controls to the Megacruiser were as his sister stirred awake.

"Huh? What did I miss?" she asked.

 _"Initiating intergalactic hyperjump launch."_

 _"Whoa!"_ Upgrade gasped. _"I didn't do that! And I can't override it!"_

He typed into the Megacruiser's controls before he saw his liquid metal body peeling away from Slix as he glared out.

 _"You don't have as much control over me as you thought,"_ Slix said before Technorg punched him in the face, allowing Upgrade to regain control.

"We must get to the escape pods before we blast off to the next galaxy."

"Teleport us out of here, Ben!" Allison stated.

 _"With pleasure,"_ he said as he pressed a button and teleported himself, his companions and the rest of the gladiators out.

* * *

Kevin tried pounding the door down with his brute strength as the others all teleported back into the room.

 _"Need a hand? Or six?"_ Upgrade asked as he shot out four tendrils from his sides, which he pulugged into the door's console, which opened it and revealed the room with the escape pods.

"Okay, everybody. Take the escape pods back to your home planets," Jen ordered as the gladiators all complied and ran to the escape pods before they all shot out of the Megacruiser. Technorg, however, hesitated.

 _"You too!"_ Upgrade said as he turned to him.

"No!" Technorg said. "My life belongs to you two."

"And now we're giving it back!" Jen said as she fired an energy beam at him, knocking him into the escape pod. "Sorry, but it's for your own good. Man, I sound like my parents right now."

Ben's Omnitrix started beeping down and he de-merged with Silx before turning back to human.

"Oh man, not yet!"

Slix then picked up the twins in his arms and glared angrily.

 _"You little human meat bag! Nobody controls Slix Vigma! Nobody!"_

"Hey! Get your hands off my friends, gearhead!"

Suddenly, Kevin's arm morphed into a blade burst through Slix's chest and destroyed him as he tossed him aside.

"Kevin?" Jen asked.

"You saved our lives?" Ben asked.

"Sure. Why do you think I wasted my time helping you three save all these other losers? I just wanted the pleasure of waxing you myself."

The three gulped as they turned and ran away before Kevin slimed them to the wall, leaving them stuck.

"And your little lapdog Technorg isn't here to save you this time!"

"Guys, do something!" Allison said as the twins struggled with their watches.

"I'm trying!" Jen shouted as she struggled to get her hands free to dial the watch in.

"Oh, and Ben, thanks for the tip on combining my powers!"

Kevin morphed his Diamondhead arm into a blade, which he was about to use to slice Ben's throat open as the twins ripped their arms free and dialed their Omnitrixes in.

"Come on please work!" Ben shouted to the still-recharging Omnitrix. "Just this once?"

"Don't bother trying to dial in another alien. I know all your powers inside and out!"

Kevin reared his blade back and was about to stab Ben before the core popped up.

Ben gasped before slamming his watch against the wall and transforming, causing Kevin's blade to be blocked by a yellow armored plate as Kevin and Allison looked shocked.

"Oh yeah? Well I don't think you've been introduced to Cannonbolt!"

He then rolled up into a ball and slammed against the mutant vigilante as Jen freed herself using her energy powers and Allison absorbed the metal from the wall and sliced the slime open with her blade hand as Cannonbolt bounced all around the room in his ball form, not letting Kevin hit him even once.

"Hold still so I can hit you, creep!" Kevin shouted.

"Don't you get it? It's called dodgeball!" Cannonbolt shouted as he finally struck Kevin down and he slumped against the wall.

"Let's bail!" Jen shouted as she and Allison ran into the final escape pod door as Cannonbolt rolled into it before they all looked confused at the controls.

"How do you work this thing!?" Allison shouted before they all looked to see Kevin prying open the door with his brute strength.

"We're doomed!" Jen shouted as she ran and hugged her brother.

Suddenly, an orange hand reached through and tossed Kevin back.

"Technorg!" Cannonbolt realized as the doors opened.

"We thought you escaped!" Jen said.

"I told you two, my life belongs to you."

He then closed the door again as the others looked on gratefully.

"Looks like we're even," Cannonbolt said as Technorg pressed the button on the pod.

"Goodbye, brother," Allison said with no remorse in her voice as the pod shot out from the Megacruiser and back down to Earth.

"So, I'm a lapdog, am I?" Technorg asked as he cracked his knuckle against his mace as Kevin gulped in fear as the Megacruiser hyperjumped to the next galaxy.

* * *

The escape pod touched down in the exact same windmill farm that Kevin attacked in. The door opened and our heroes stumbled out dazed.

"Remind me never to watch Gladiator for the next few weeks after that," Allison said as the twins nodded at her.

"Ben, Jen, Allison," Max said as he saw them in the grass. "Are you alright? We've been looking all over for you three. Where have you been?"

"Long story," Ben said. "But I'm pretty sure you're not going to believe us."

"Try me," Max said with a smile.

"Are you okay, cuz?" Jen asked as Gwen shrugged.

"I'll live. But what happened to Kevin?"

"Oh, I wouldn't worry about him," Jen said with a smile. "He found somebody new to play with."

"Are you going to miss him?" Ben asked Allison as she sighed.

Allison sighed as she sat down on the destroyed windmill next to her friend. "Yeah. Of course I am. He may have gone completely insane, but he's still my brother. Nothing is ever going to change that. Ever since our dad died, I swore it upon myself that I would protect him with my life. He's the only family I have left. If he dies up there, then I don't know where that leaves me."

"Hey," Ben said as he sat down next to her as she slumped down in her seat. "Don't worry. He's a tough one. He'll be back one day. I just know he will."

"Thanks for trying to make me feel better, Ben," Allison said. "I didn't really mean what I said to him up there, I really didn't. Of course I love him, but I don't love what he's become."

"Hey, you still have us to hang out with for the time being," Jen said as she playfully gave Allison a noogie, which caused her to stop and laugh as Max and Gwen watched the two girls playfully laughing.

* * *

 **Next time on Ben and Jen 10:**

 **The Galactic Enforcers**


	18. The Galactic Enforcers

In the deepest reaches of space, a wormhole opened and a spaceship appeared out of nowhere advancing towards a red planet. It touched down on a space station before two robot drones approached it.

However, another wormhole opened and sent an energy blast downwards that destroyed the robots. The energy blast stopped once it reached the station and revealed an alien of the same species as Technorg, but he had both arms and wore a red suit with spikes that showed off some of his chest.

Some robot guards appeared and blasted lightning at him, which did nothing to affect his thick skin. He then charged forward and destroyed the robots with one punch each before crushing the head of the last one with his bare hands. He then sliced through the door in front of him with a laser before entering the room.

Inside the room was a container with some sort of purple crystal inside.

The alien took the crystal, exited the station and reboarded his spaceship. He headed to the bridge where the chair by the controls spun around to reveal a shadowy figure.

"Element X," he said as a claw came out from the shadow to take the Element X container. "It's no good by itself, you know. Where are we going to find the Bicenthium we need to make it go boom?"

The shadow emerged and revealed himself to be none other than Sixsix. He then typed in something into his control console and showed a hologram of Earth. **(Seriously, why is it always Earth that aliens are after? We're not really that special of a planet!)**

"I should've known," the alien said. "The cespool of the galaxy: Earth."

* * *

 _The camera transitions to an old black-and-white styled cartoon with a city and a bunch of citizens screaming as a giant robot attacked._

 _"Tremble insects!" the pilot shouted. "Bow in fierce defeat of Lord Doomikus!"_

 _Suddenly, on two nearby cars stood the twins dressed in superhero outfits donned with a green cape for Ben and a pink cape for Jen and they each sported a mask on their faces and an UB on Ben's chest and a UJ on Jen's and they smiled smugly._

 _"Oh yeah?" Ben asked._

 _"We'll see about that!" Jen taunted._

 _"Ultra Ben and Ultra Jen?!" Lord Doomikus asked as the twins leaped off and destroyed the legs of the robot with their super strength. "My destructoid! No!"_

 _The destructoid crashed down and Ultra Jen held Lord Doomikus over her shoulder as she and her brother stood on the robot's destroyed leg._

 _"And any other troop who makes trouble in Tennyson Town is going to get the same four-fisted justice!" Ultra Ben shouted as he and his sister smiled in victory._

 _"Ultra Ben! Ultra Jen!" the crowd cheered as they smiled and played it up to the crowd._

 _"Ben_ _! Jen!"_

* * *

"Ben! Jen!" Gwen shouted, snapping the twins out of their daydream as she stood beside Allison and she sighed. "That's a work of art you know, not your own personal buttrest."

It was revealed that the twins were reading a manga with the same robot from their vision on it and were sitting on a giant sculpture of a foot, which represented the leg from their daydream.

The group was visiting the Carnegie Museum of Art in Pittsburgh. As expected, Ben was bored out of his wits as his sister tried to comfort him as well.

"You're going to get us kicked out of the museum," Allison said as the twins got back down.

"Sorry," Jen said. "I was just interested in that comic and I kind of got lost in dreamland."

"Besides, I'm not that lucky," Ben said.

"You know, one afternoon of culture won't kill you," Gwen said.

"Unless it bores me to death," Ben said before taking a bite of chocolate.

"Hey, can I have a piece of that?" Gwen asked.

"Sorry, chocolate's for superheroes only," Ben said before handing a few pieces to his sister and walking away.

"More like super _jerks_ only," Gwen scoffed.

Jen, feeling a bit guilty, snuck a piece to Allison and Gwen each with a smile. "As far as I'm concerned, you're a superhero in your own way."

"Thanks, Jen," Gwen smiled as she took a bite of the chocolate and Jen walked off to join her brother down the stairs.

They then heard a sudden zooming sound and looked up to see a spaceship whooshing overhead into the city.

"Maybe this won't be such a boring trip after all," Ben said.

"It's hero time!" Jen said.

They then and took off running into the crowd that gathered around the spaceship as it opened up to reveal the alien from earlier. He then jumped out of the ship and glared.

"Take me to the Bicenthium alloy!"

The crowd only looked confused at what he just said. In response, he grunted out and punched the ground, causing a massive crater to form, which spent the crowd running away screaming, including the twins as they hid behind a corner.

"Well that was just plain rude," Jen said. "Man, I think Firefly is starting to seep into my regular brain as well."

"Somebody's got to teach this guy some manners," Ben said as the twins activated their Omnitrixes.

* * *

Back at the museum, Gwen, Max and Allison stood at the fountain, looking for the twins.

"Ben? Jen?" Max asked.

"Where do you think they are?" Gwen asked before they heard an explosion and they looked across the field and Allison face-palmed.

"I'll give you one guess." Allison said as she fingered the materials in her pocket.

* * *

As the alien from before rampaged through the streets, he was suddenly tackled by Ben as Four Arms, who got him into a headlock.

"Okay, tough guy."

"A Tetramand? This planet really is a dump."

He then grabbed Four Arms' face and tossed him into the jewelry store next to him before dusting his hand off.

"But a Tetramand sure beats a Skunkian, doesn't it," Stinkbomb as she stood by a building, waggling her tail with a glare. She then glared as she ran up to him and whacked him in the face with her tail before he grabbed her by the leg, before she kicked him with her other paw and then unleashed her toxic gas cloud in his face before she backflipped herself out of there, landing on her paws with a glare.

Suddenly, from the top of the ship, Sixsix flew out using his jetpack as Four Arms recovered and then groaned.

"Oh man! Not this guy again!"

Sixsix fired his plasma blaster, which Four Arms dodged by ducking into a cafe. He then unsheathed his missiles from his gauntlet and fired them as they flew around before Stinkbomb looked up and saw it going towards her gas cloud.

"Oh fu-"

She wasn't able to finish as the rocket detonated, igniting the gas and sending her flying backwards in a fiery explosion before she landed in her brother's grasp.

"You okay?" he asked.

"I'll be fine," she said. "For now, we have to find a way to beat these two fools."

They then ran way with the others chasing them.

Gwen, Max and Allison ducked behind a corner observing the fight.

"Grandpa, the alien with the jetpack," Gwen realized.

"It's one of those bounty hunters who went after the twins in the desert. He must have busted out of galactic jail."

"Well I'm not going to let those two hurt my friends!" Allison shouted as she reached out her hand and absorbed the concrete from the street before charging into battle.

Sixsix let loose his missiles, which Four Arms caught and tossed back at him, only for him to avoid them as they hit the building next to him.

Stinkbomb fought the orange alien with a glare as she scratched and clawed at him while hissing all the way before Allison ran in and pounded on him with her concrete-armored body.

"It's three-on-two!" Stinkbomb hissed. "You're outnumbered!"

Four Arms finally caused a missile to connect with Sixsix, causing him to crash down onto a truck. Four Arms jumped onto the truck, about to finish him off.

Unfortunately, Sixsix tricked him and activated a device that electrocuted Four Arms and shocked him into submission, causing him to fall down, at Sixsix's mercy. He activated his gauntlet and aimed his missiles before muttering something to him in his native language.

"I have no idea what you said, but I'm pretty sure you just asked me for my last words," Four Arms groaned in pain.

However, just when Sixsix was about to fire, a beam of blue light appeared in the sky and three alien figures materialized on the street in front of them. The first was very muscular in build, had dark blue skin and a bald head with a lantern jaw. His eyes appeared to be covered with what appeared to be a black domino mask that reveals pure light blue eyes and has four fingered hands. His uniform is a simple yellow one-piece jumpsuit with a stylized 'U' on the chest and a white cape with golden buckles.

The second was a Tetramand like Four Arms. She is buff and bulky, had red skin with spikes on her arms and her head and long flowing black hair. She has two front toes on each foot. She has an additional set of smaller pectoral muscles below their primary set to help move her second set of arms. She wore an outfit like a traditional gladiator outfit that had a golden headpiece, a yellow suit of armor with a white skirt on the bottom and a belt with a blue buckle.

The final figure looks like a floating octopus with yellow tentacles and a head that looks like a bluish-green brain in a bowl. He also has a face that appears to be projected from somewhere.

Sixsix was enveloped in a bluish-aura and tossed aside to his partners and the twins gasped when they saw what just happened.

"No way!" Four Arms exclaimed.

"Awesome!" Stinkbomb agreed.

"Okay, this is weird," Gwen said as she and Max walked up.

"True, but you have to be used to it by now, Gwen," Allison said.

"Okay, you're right," Gwen admitted, shrugging.

"Rescue Formation Alpha 9!" the first figurre, who appeared to be the leader, ordered as the three flew into the fight.

"It's the capes!" the orange alien muttered. "I hate capes!"

He then jumped into the fight as Sixsix fired his weapons at them. The blue alien dodged them by flying before retaliating with two red heat beams from his eyes, which destroyed his blaster.

The Tetramand ran in and clapped all four of her hands together, sending out a shockwave that sent Sixsix flying back into the side of the truck again.

Four Arms noticed this as she smiled to him and winked her left eyes to him in a flirty gesture, causing him and his sister to cringe back.

The octopus alien engaged with the orange alien, who swiped at him while he levitated to avoid every punch. He then focused and surrounded his opponent in a blue aura before using his telekinesis to levitate him to the sky, where he was met with a swift punch to the face by their leader, sending him falling down and landing in a heap alongside his partner.

"By the provision set forward by the Galactic Code of Conduct, I order you to surrender!" the leader announced. "Will you yield?"

"Yield?!" Four Arms asked as he and his sister walked up, clearly annoyed. "What is this, a traffic light?"

"I've seen enough of these guys to know that they never yield! Not one! The only way you're going to take care of them is to arrest them on the spot!" Stinkbomb said, folding her arms and tapping her paw.

"Kick their butts before they try to pull a fast one on you!" Allison agreed.

As they argued, Sixsix let loose a flash grenade from his armor, which blinded them. When it faded, they saw the getaway ship take off and leave them behind. The ship turned around and Sixsix let loose two blasts from his spot at the rear, which destroyed two pillars supporting the museum, causing it to cave in.

"Crap!" Stinkbomb shouted.

Four Arms and his Tetramand companion ran in and immediately grabbed the pillars, using their brute strength to push it back onto their bases. The octopus alien then used his telekinesis to stabilize the pillars.

 _"You may release your grip now,"_ he told the two Tetramands once it was completely stabilized and set back onto their supports.

Their leader flew in and used his heat vision to seal the cracks so that it wouldn't fall again.

Once the job was done, the Tetramand woman walked forward and started flirting with Four Arms. "So, what's a big strong alien like you doing on a planet like this? We make a great team, don't we?"

"Watch it, lady," Stinkbomb said as she walked forward impatiently as the Omnitrix symbols started beeping.

"Yes!" Four Arms cheered, relieved. "Saved by the beep!"

A red and purple light flashed out and the two aliens were gone, leaving two human kids in their place.

"Hey! Where'd the rest of you go?!"

"Sorry, I'm just a kid," Ben said. "I just get some extra hands once in awhile."

"And besides, my brother's clearly not comfortable with you flirting with him," Jen said.

 _"So, it is true,"_ the octopus alien said as the Tetramand's partners flew down. _"The Omnitrixes are in possession of children. We heard you were of somewhat limited mental capacity."_

The kids gave him a glare at that for suggesting they were dumb.

 _"No offense."_

"Don't worry," Gwen stated. "They get that all the time. Or at least Ben does."

"Greetings," the leader said. "I am Ultimos, the Specimen Prime. This is Synaptak and Tini. We are the Galactic Enforcers!" Once he finished, they all struck a pose.

Gwen, Max and Allison looked unimpressed with the gesture... the twins on the other hand...

"Whoa! The costumes, the moves!" Ben admired. "You guys rock!"

"I can't believe it! A real life team of alien superheroes!" Jen practically fangirled.

"As per the Galactic Code of Conduct, we hereby officially request clearance to operate in your quadrant," Ultimos said.

"Uh, sure," Ben said.

"Then we have much to discuss with you."

Ultimos pressed a button on his belt and then five beams of blue light appeared beneath the five human's feet and they were teleported upwards.

"Alright!" Ben cheered.

"This is awesome!" Jen cheered as well as they were teleported.

* * *

Up in Earth's orbit, a spaceship floated upwards that was clearly the Galactic Enforcers' home base.

The team was teleported onto the ship with Max and Allison looking dazed.

"Whoa, never did like those transporter disks," Max said.

Jen looked over to Allison as she looked woozy and held her head.

"You okay?"

"Yeah, I'm fine," Allison said as she found a chair and sat down at it. "It's just that after that whole thing with Slix Vigma, I think I've had my fair share of teleporting for awhile."

"I understand, girl," Jen said as she slapped a hand on her friend's shoulder. "Besides, I'm sure that Kevin is fine. He's still human after all."

"You know, you're not the only one who lost a sibling," Gwen said, walking over to her with a sigh.

"You want to tell her what happened?" Jen asked.

"After what happened with her brother, she deserves to know," Gwen said, laying a hand on her shoulder. "I'm actually a twin too. Though she looks, or looked, nothing like me."

"Really?"

"Her name was Rebecca," Gwen said. "But everyone called her Becky. Ben and Jen's family came to visit us one Thanksgiving when we were five. Everyone was having a good time there, laughing and hanging out. Then, Becky went outside to play one day in our parent's yard. But then, when it came time to eat Thanksgiving dinner, they called out for her. No answer."

"Oh, I know where this is going," Allison said.

"We had called out for her, looking all over the streets. No answer. We called the police to set up a search perimeter. No hide nor hair of her was ever found. Now, here we are almost five years later and we still have no idea what happened," Gwen said as a tear came to her eye.

"Oh man," Allison said as Gwen sat down, weeping.

"She's been missing for so long that she's been pronounced legally dead," Jen sighed out.

"That's why you're so protective of Ben," Allison realized. "You don't want the same thing to happen to you that happened to her."

"You're right," Jen said. "But I like to think that Becky is still out there somewhere looking for us. Missing us as much as we miss her."

A few seconds later, the Galactic Enforcers teleported in as well with a smile as the twins got up and started geeking out as usual.

"How cool is this?" Ben asked.

"This is superhero heaven!" Jen said, admiring the room.

"You aren't far off, sis," Ben agreed.

"Close your mouth, super-dweebs," Gwen said. "You're drooling all over the place."

"Oh, you love it too, you big baby," Jen teased her cousin, which even Gwen couldn't stifle a chuckle at, falling victim to her cousin's charismatic attitude once again.

"So why do we have the misfortune of being in Mr. Gadget Guy's company again?" Max asked as Ultimos activated a hologram projector.

"His name is Sixsix," Ultimos explained. "He escaped incarceration, but didn't bring Kraab or the Predator along with him for selfish reasons. He's formed an alliance with the cretin Vulkanus."

 _"A Detrovite,"_ Synaptak examined. _"Limited mental capabilities, not unlike Appoplexians;_ _all brawn, no brains. You two know the type."_

"Um, forgive me for interrupting, sir," Allison said. "But me and the twins here recently met a Detrovite ourselves. I understand that they have a strong sense of honor. When the twins spared his life, he swore his eternal loyalty to them. He saved us when we tried to escape Slix Vigma's ship."

"Not this one," Tini said. "His philosophy is punch first, ask questions never. He's one of the most ruthless criminals in the entire galaxy."

"I see," Allison nodded in understanding.

"They were hired to steal Element X," Ultimos said.

The group gave a bunch of blank expressions before he sighed.

"Okay, we give up. What's Element X?" Ben asked.

 _"Element X can be used to form one half of a devastatingly explosive compound,"_ Synaptak explained.

"But why come to Earth?" Max asked. "There's hundreds, maybe thousands of planets in the galaxy. What makes this one so special?"

"Most likely in search of the other ingredient: Bicenthium alloy. It's very rare, but rumored to be found on your planet. When combined, the alloy and Element X form an explosive powerful enough to destroy an entire solar system."

"Why does this stuff look so familiar?" Gwen asked, pondering.

"Uh, cuz, no offense," Jen said. "But we're in their house here. I think they have it covered."

"Well, I guess there's nothing left to do but to get down there and start looking for the-" Max began.

"Excuse me, but the Galactic Code is very clear on our protocol," Ultimos interrupted. "Tini, launch Observos 1-4."

Tini walked over to a control console and highlighted four green buttons, launching four cameras down to Earth.

"The Observos will cover every inch of the city and locate the perpetrators," Ultimos explained. "In the meantime, perhaps a tour would be in order."

"We'd be honored," Max said.

"Oh, I'm sorry, but the Galactic Code is very clear. Provision 373-837: No civilian visitors in secure areas of the ship. You and your redhead granddaughter will have to remain here on the bridge. Ben, Jen, Allison, Tini will show you three around."

Tini then smiled as she picked up the giggling twins and placed them on her shoulders.

"Hey, how come they get to go?" Gwen complained.

"Wearing the Omnitrixes give them full 'hero' status. And Allison's absorbing powers are the same deal."

"See you in a few hours," Allison said with a bow as she followed the twins and the Galactic Enforcers (with Synaptak wearing a very annoyed expression) out of the bridge to see the rest of the ship.

"Don't worry about us, we'll be fine!" Gwen shouted after them before waiting until they were out of earshot. "Super jerks."

* * *

"Whoa," Ben said as they examined the ship's gym. "That's cool."

"I'll say, bro," Jen smiled as Allison leaned against the wall, listening to her heavy metal music on her phone as Ultimos/Synaptak walked up to the group.

"Ah, kids," Ultimos greeted. "Here, I want to show you something."

He pressed a button on his belt and a pedestal table rose up from the floor and a huge manual dropped from the ceiling onto it.

"This is the Galactic Code of Conduct. Every Galactic Enforcer must learn the rules so they can _live_ the rules."

"Oh man," Ben groaned. "Superhero homework?"

"Well, the first 12,000 pages are admittedly a bit dry but-"

Suddenly, an alarm blared through the ship, catching the attention of Ultimos.

"The Observos have detected something."

They all ran to the bridge where Max and Jen were waiting for them as Allison cracked her joints and readied herself for battle.

"What is it?"

They looked to see the Observo cameras showing on Sixsix and Vulkanus in a mine mining for the Bicenthium alloy. Vulkanus lifted one of the mine carts before Sixsix flew over to him and gave him an order in his language.

 _"Yeah, well it would go faster if you helped too!"_

"That's a strip mine," Max analyzed. "Looks like they're after iron ore. Is that the missing ingredient?"

"We'd better get down there," Ultimos said. "But we could use some help. Ben, Jen, Allison, would you consider a temporary commission in the Galactic Enforcers?"

"Good idea!/ _Bad idea!"_ Tini and Synaptak said at the same time.

"It would seem that I am the deciding vote."

"If it means wearing one of those outfits, count me out," Allison said. "There is no way that you're getting me to wear yellow."

"Very well," he said before turning to the twins. "As for you two, let's get you in uniform."

"Do you have anything in pink?" Jen asked.

* * *

Later, the door opened to have Ben come out and present himself proudly, wearing a version of Ultimos' uniform suited for his size.

"Presenting Ultra Ben, Galactic Enforcer!"

Jen then walked out shyly rubbing her shoulder as she sighed. She wore a version of Tini's uniform fitted for her size... which was just as yellow as Tini's. "And Ultra Jen, his partner... man that sounded better in my head."

Gwen, Max and Allison stood by the bridge shocked at her as she sighed and Jen walked over to Allison.

"Allison, I'm going to ask you a question and I need you to be fully honest with me."

"It's hideous," Allison deadpanned.

"Right?!"

"Yeah, I agree," Gwen said. "Yellow definitely is not your color."

"I know," Jen sighed, rubbing her arm. "And I definitely don't look good in a skirt either."

Ben smiled as he walked forward... before tripping over his cape and he sprawled down onto the floor and chuckled. "I meant to do that."

"...Although it's better than having a cape to trip me up."

"What about us?" Max asked.

"I'm afraid the GCC is quite clear about the participation of non-superpowered beings. You'll be much safer here."

Synaptak let out a telekinetic beam from his head that created a shield that blocked Gwen and Max's path.

"Hey!"

"Sorry, guys. This is a superhero thing," Ben said. "We'll be back after we kick Sixsix's can." He then took out his chocolate candies and munched on one before he turned to Ultimos. "Hey, want one?"

"Ah, local cuisine," Ultimos said. "I certainly wouldn't want to offend your planet's customs."

He then munched on the candy with a smile.

Allison nodded. "We'll see you soon."

The group then teleported down to the mine.

* * *

Speaking of which, Vulkanus was still mining out the iron ore as Sixsix shot up to him and gave out an order to him in his native language before he held up the Element X.

"Once the ore has been purified, it can be fused with Element X and then BOOM! The galaxy will be at our feet."

Little did the thugs know, the team was watching him from behind the mine's shed.

"Let's do this," Jen said. "The sooner I can get out of this ridiculous outfit, the better."

"You know, you have your own Omni Suit," Ben said. "Why not use that?"

"I'm sure it's in the Galactic Code of Conduct," Jen said. "And as long as I'm serving with the Galactic Enforcers, I'm sure I have to wear it."

"You're probably right," Ben said.

"Now that we've got them in our sights, we'll catch them completely off guard," Allison began before she noticed something troubling beside her and her friends. "...Ultimos?"

They looked to see the leader of the Galactic Enforcers had shriveled up like a raisin with his blue skin turning brown, his muscle mass decreased dramatically and he was shivering like a leaf.

"Cold... so c-c-cold..." he said as he fell over into Synaptak's tentacles.

"What's wrong with him?" Ben asked, concerned.

 _"It appears to be Sucrotaxonite poisoning,"_ Synaptak analyzed. "But how?"

"Ugh," Jen sighed before face-palming. "It's got to be the chocolate. How else could it happen so soon?"

"Hey, I only gave him a little," Ben shot back. "How was I supposed to know his species is allergic to chocolate? I was only trying to be polite."

"You _did this?"_ Synaptak asked. "I suspected you three could not be trusted."

"Hey, leave the kid alone!" Allison countered, defending Ben. "He was just trying to be nice. And besides, chocolate is his super weakness? You've got to admit that's a little lame."

 _"Don't worry, Tini,"_ Synaptak said, setting Ultimos down. _"I have the situation under control. It'll be dealt with after these rogues are behind bars."_ He then flew over and presented himself to their opponents with a glare. " _Galactic Enforcers, engage!"_

This caught the attention of Sixsix and Vulkanus as Jen banged her head against the shed's wall and Ben glared at Synaptak.

"What'd you do that for?!"

 _"As the leader, I announce our presence with authority!"_

"And let the bad guys know we're here?!" Allison shouted.

 _"What's your point, Osmosian?"_ Synaptak asked as they were enveloped as they saw the shadow of a truck flying at them.

They braced themselves for impact... which never came. It was revealed that the truck was enveloped in a blue aura and Synaptak tossed it away with his telekinesis. He then turned to the rogues before him.

 _"By permission set forth by the Galactic Code of Conduct, I order you to surrender."_

Vulkanus and Sixsix looked at each other and nodded before Vulkanus ran off and Sixsix flew up and fired his blasters at the group as Jen created a forcefield and shielded them from the blasts as she turned to Synaptak with an angry look on her face.

"Guess what, Synaptak? It's my turn to give you some pointers on being a superhero: less bark more bite!"

They moved for cover as Vulkanus tossed another truck at them, which they dodged by hiding behind the shed as Allison escorted the weakened Ultimos to safety as she found a loose piece of iron ore and coated herself in the material, forming an armor around herself.

"Does that ever work?" Ben asked as he turned to Tini.

"Are you finally going to turn into a Tetramand?"

"Not if I can help it," Ben said as he dialed in XLR8 and slammed the core down, triggering his transformation.

The Omnitrix sunk into his wrist as his muscles and blood vessels swelled and he clutched his eyes shut as they turned fully green and a black crest formed over each of them. His skin turned black and blue and scaly as the Omnitrix symbol appeared on his chest. His body morphed into a more velociraptor-like shape and his fingers morphed into four black scissor-like claws. His feet morphed into a more reptilian shape with black wheel-like orbs and he grew a black and blue striped tail which he whipped to the camera as a black and blue visor shifted down over his face as he posed for the camera.

"My turn," Jen said as she slammed her Omnitrix core down.

Her skin turned a deep fuchsia pink and it shifted up to her eyes as she clutched them closed and she opened them to reveal they had turned a fully deep pink and a more compound shape as she smiled to the camera. Two antennae grew from her forehead and her hair turned a deep pink. Her clothes turned into a pink skintight one-piece leotard with the Omnitrix symbol on the belt. Two slits opened in the back of her outfit and two large pink, purple and red patterned wings burst forth. She flapped them rapidly and posed for the camera.

 _"A Rhopaloceran?"_ Synaptak asked Battlefly. _"They are known for being a rather peaceful species. They're not exactly known for their battle prowess."_

"They can be if you know how to use them," Battlefly smiled as she picked up Allison by the arms.

"Guess we'll split up," XLR8 said.

"We'll get their attention while you guys take out Vulkanus," Allison said as XLR8 ran off and Battlefly flew ahead with her friend in tow.

XLR8 avoided all of Sixsix's lasers as Battlefly flew forward and avoided the blasts as well with grace in her flight pattern.

"How can you carry me?" Allison asked, confused.

"Hey, I'm not as fragile as I look," Battlefly smirked.

XLR8 ran forward and spun around in a huge circle below Sixsix, forming a huge cyclone, which caused the bounty hunter to lose control of his jetpack.

Battlefly and Allison examined Vulkanus from up above as the iron ore-coated teenager focused.

"Wait for it..." she said.

XLR8 ran out of the cyclone, only to crash into a truck which Vulkanus threw at him, causing him to lose control as the cyclone dissipated and Sixsix crashed into the ground, dazed.

The Detrovite stood over XLR8, ready to crush him with a mine tanker, only for Tini to rush up to him and punch him in the face as he groaned.

Tini ran up and helped XLR8 to his feet.

"Now?" Battlefly asked.

"Not yet!" Allison said.

"What are you doing?" XLR8 asked. "You're supposed to be fighting Sixsix!"

"No! I must protect you!" Tini said, right before she was crushed by a crane and tossed aside by Vulkanus who recovered.

 _"Tini!"_ Synaptak shouted as he fired a telekinetic beam at Vulkanus, pushing him back as Sixsix recovered.

He glared and fired a beam from his gauntlet at Synaptak, causing him to lose consciousness and fall to the ground.

"Okay, now!" Allison shouted as Battlefly let her go and she rapidly picked up speed as she fell and she shouted out before delivering a powerful punch to Sixsix as he hovered using his jetpack that appeared to cause a sonic boom and he flew backwards into another cart from the sheer force of the punch.

Battlefly flew downwards as she and her brother looked to the defeated Enforcers with a look of pity on their face.

"Well, you did say you wanted to find other superheroes to hang out with, Ben," Battlefly said, crossing her arms.

"How was I supposed to know they would be the worst superhero team ever?!" XLR8 said.

They looked up to see Allison deflecting all of Sixsix's blasts as he recovered fairly quickly and Vulkanus was approaching them.

* * *

Gwen and Max watched the battle unfold on the ship, concerned.

"They're getting creamed!" Gwen said. "We have to do something!"

"Already on it," Max said. "I'm programming in the coordinates from the spaceship. We should be beamed right down into the pit."

"Should?"

Max pressed the button and they were teleported downwards.

* * *

Sixsix fired on the twins as they avoided all of his blasts and they glared before he tossed grenades at them and using his extra arms that they dodged.

Allison glared as she avoided Vulkanus' swipes at her as she delivered her own with her iron ore armor. She ducked and punched him in the face with a shout.

"Oh man! We're getting destroyed here!" Battlefly shouted as she tossed a cyclone downwards at Vulkanus, which did nothing to deter him.

XLR8 ran vertically up a beam before he backflipped off of it and kicked Sixsix in the chest, sending him crashing down while he laughed safely.

Gwen and Max were teleported into the battlefield.

They gasped when the saw another mining cart tossed at them, only for Battlefly to tackle them and fly them out of the way.

Vulkanus looked over to the newcomers before turning to his partner, who gave out another order in his native language. He nodded and picked up the cart full of iron ore before running him off.

Gwen groaned. "Why couldn't we have just stayed in that nice warm spaceship?"

The Omnitrixes timed out as the twins stood there, looking very annoyed as Allison walked over with her arms crossed.

"Well, we blew it," she deadpanned.

Vulkanus ran towards the space ship, iron ore in hand as his partner got an idea and fired a flurry of missiles at the rock face of the canyon, causing an avalanche.

The twins gasped as they looked over to see Synaptak and Tini struggling to get up with the avalanche closing in on them.

"This looks like a job for Ultra Ben! Only I can save Tini!" Ben said as Jen face-palmed and Synaptak recovered and pushed him aside.

 _"Stand aside, earthling,"_ he said as Jen showed up.

"I think you could use some help with this one," Jen said as she crossed her arms as her eyes glowed with pink energy.

The rock slide then pushed down, burying the group... but suddenly, a flurry of rocks was pushed aside in a field of pink and blue energy. Suddenly, Jen felt a little bit light headed and she fell back into her brother's arms, woozy.

"She has energy powers without the Omnitrix," Tini analyzed as Jen tried to get her bearings.

"Sort of," Ben said, fanning her. "She's limited in how much power she can use before she runs out of energy."

Synaptak scoffed at that as he flew over to his partner who smiled at him.

"Wow Ben," Gwen smiled. "You can annoy anyone into action."

"It's a gift."

They then heard the thrusters of the spaceship next to them as it flew out of the mine and out of sight.

"We've lost Sixsix and Vulkanus," Max said.

 _"The Bicenthium alloy and the Element X can only be bound together with an enormous amount of heat,"_ Synaptak explained.

"Oh, like a steel mill?" Max asked annoyed.

 _"Are you certain that has the amount of heat they would require?"_

"What did you expect, they try to drill their way down to the Earth's core?" Jen asked.

 _"Are there any such facilities in this area?"_ Synaptak asked, annoyed.

"Hello!? Pittsburgh, Steeltown USA?" Gwen shouted.

"You guys really don't know anything about Earth at all, do you?" Allison asked.

"Interesting theory," a newly healthy Ultimos said as he walked over to them. "But according to the Galactic Code of-"

"Forget the stupid Code of Conduct!" Jen shouted. "This time, we're doing things the Tennyson way."

"Um, with a touch of the Levin way," Allison reminded.

"Of course," Jen said as she smiled. "Now first things first... get us back on the ship so I can get out of this stupid outfit!"

* * *

At a nearby steel mill, Vulkanus was getting to work, placing the stolen iron ore in the hot magma, not bothered at all by the intense heat.

Sixsix walked over to him and gave out an order in his native language.

"Don't blow a gasket partner. Only the purest mixture can combine with Element X to give us the explosive we want." He then lifted his hands up and chuckled at the sight of the molten iron. "Perfect."

They suddenly heard a rumbling noise coming from above them as Sixsix readied his weapons.

The roof of the mill opened and the Galactic Enforcers hovered in with a smirk as they smiled.

"You capes never learn," Vulkanus smirked.

"Wrong Vulkanus!" shouted Ben as Cannonbolt as he rolled into the room as Jen as Frostblight flew in beside him as she glared.

"Galactic Enforcers, formation surprise!"

Cannonbolt slammed into Sixsix before he could move and he crashed into the beam.

"Galactic Enforcers, engage!" Ultimos shouted.

The said trio flew in as Tini engaged Vulkanus in hand-to-hand combat as she slammed him upside the head before launching him up into the air where Ultimos tackled him.

In the control room, Max, Gwen and Allison rushed in and went to work.

"Making steel is like baking a cake," Gwen explained. "Mess the recipe up and Element X won't bond to it."

"Which is why Jen went Frostlbight," Allison realized. "Her ice powers would be more than enough to cool it off enough for Element X to reject it."

Sixsix unsheathed all his weapons and fired tons of energy blasts and missiles at the flying Cannonbolt as they all deflected off of his indestructible plates.

Cannonbolt then hit a pipe and went flying back at him, but Sixsix was prepared this time. He unsheathed a blade from his pack and smacked Cannonbolt hard enough to force him out of his ball form and send him to the molten steel.

Fortunately, Synaptak came to the rescue and used his telekinesis on him to save him.

Frostblight glared at him as she flew beside him. He tried swiping at her but due to her size and speed, she was able to dodge every one.

"You know, Sixsix, you really need to take a chill pill," she said as she flew all around him, unleashing an icy wind from her wings which froze him from the waist down before Synaptak sent him flying back with a telekinetic blast.

Meanwhile, Tini and Ultimos brawled Vulkanus with a glare as they both laid the smackdown on him with a glare as Tini uppercut him before he eventually got the upper hand and smacked them both down to the ground.

He stood over Ultimos and was prepared to finish him off, but Tini got him into an arm lock with all four of her arms and Ultimos flew in and landed a strong uppercut, sending him flying back into the molten steel.

Sixsix unsheathed an energy whip, which Cannonbolt and Frostblight dodged, but Synaptak wasn't so lucky. He was shocked by the whip before Frostblight nodded to Cannonbolt and he slammed against Sixsix, causing him to lose his focus and Synaptak was freed, but he fell unconscious to the floor.

Ultimos and Tini both ran in to join the fight.

"Whoa, this is exhilarating isn't it?" Ultimos asked. "No plan, no rules, no..."

Suddenly, Tini tackled her leader out of the way as a glob of molten steel landed beside them.

Vulkanus, covered in molten steel glared as he saw a lift above him coming into position. He then looked to see Gwen, Max and Allison at the controls.

They then gasped once they saw another molten steel ball coming right at them. They then got out of the way as it absolutely demolished the controls.

"The controls are smashed!" Gwen exclaimed. "I can't mess with the mix from here!"

"It's up to Jen now," Allison said as she absorbed the steel from the controls. "I'll go help them hold off Sixsix."

She then jumped out of the window and ran towards the fight.

Cannonbolt dodged every single one of the blasts that were fired towards him before he smashed into Sixsix again and left him sprawled down on the floor.

"Now stay down!" Frostblight shouted as she unleashed a gust of icy breath from her mouth and froze him to the floor up to his head.

They then looked to see Vulkanus by the molten steel about to put combine it with the Element X as Allison ran by Ultimos and Tini.

"Tini, throw me!" she shouted as the Tetramand grabbed Allison and tossed her towards the Detrovite, tackling him and sending the Element X container flying from his grasp.

"No!" Frostblight shouted as she flew upwards and caught it in her hands before she flew downwards and shook her hands off, the glass from the container having absorbed the heat from the mill. "Hot, hot, hot!"

"I'll take it from here!" Cannobolt said as he jumped down and took the Element X in his hands as Frostblight flew upwards to the molten steel container.

Sixsix wasn't having any of this however. He used his jetpack's fire to free himself from the ice and he unleashed a bola from his gauntlet that wrapped around Cannonbolt's legs, sending him sprawling to the floor and the container to go tumbling out of his hands.

Vulkanus picked it up and ran for the steel.

Synaptak recovered and fired another telekinetic beam at Sixsix, sending him careening out of control before Ultimos flew Tini to him and she laid a hard punch on him, sending him to the floor again.

He got up, dazed, before he found he was surrounded on all sides by the Galactic Enforcers and Allison as she glared. They all ran in towards him, trying to pull a squeeze play. Unfortunately, Sixsix unleashed a sonic pulse from his armor, sending them all flying back.

Vulkanus came running up with the Element X, ready to combine it with the steel.

Fortunately, Synaptak saw the molten steel bucket above on the railing and he used his telekinesis to levitate it downwards.

Tini recovered and ran up, sending up an uppercut to the container, destroying it and sending the Element X splattering all over the floor.

Synaptak then dumped the molten steel on the two rogue aliens before Ultimos unleashed his super cold breath and Frostblight flew in and did the same to freeze them in a hardened steel prison.

Cannonbolt then jumped up as the six heroes admired their handiwork with a smug smile on each of them.

"Don't know if it's art, but I like it."

* * *

Ultimos carried the prisoners away as Ben and Tini had a heart-to-heart.

"Listen, about that whole Tetramand thing."

"Don't worry, Ben," Tini said. "I have found a new partner."

Synaptak then flew over and wrapped a tentacle around her as they both walked away.

"Check out the frontal lobes on him."

The pair then walked away as Ultimos then walked over and faced the twins as they smiled at him.

"Ben, you and your sister's unorthodox methods are just what we need to defeat this new breed of criminals," Ultimos said as he handed them two badges. "We officially extend to you full commissions in the Galactic Enforcers."

The pair then took the badges with a smile.

"Thanks," Jen said. "But no thanks."

They then turned to Gwen, Max and Allison.

"We're already part of a super team," Ben said.

They attempted to hand the badges back, but Ultimos stopped them.

"Keep them. In the hopes that we meet again someday."

"Deal," Jen said.

Ultimos smiled and walked over to his partners and their captives.

"Galactic Enforcers, away!"

They then teleported back to their spaceship, leaving their new friends behind.

"Ben, I want you to make me a promise. As my brother," Jen said with a serious look on her face.

"Fire away," Ben smiled.

"You will never get me to wear yellow ever again," Jen smiled with a wink.

"Deal," he said as the twins laughed and hugged each other as Max, Gwen and Allison looked on with approval.

* * *

 **Next time on Ben and Jen 10:**

 **Camp Fear**


	19. Camp Fear

**This new alien is based on Hydrax from Power Rangers: S.P.D.**

* * *

On a dark stormy night, the Rust Bucket was driving through the mountains on a winding path as Ben and Gwen were having an argument as usual... Only this time, Jen was arguing right alongside her brother. Max and Allison were twitching angrily at that as Allison buried her face in a pillow with a groan.

"Change it!" Ben said to Gwen.

"No way! You change yours."

"It's two against one, Gwen," Jen said as Ben rubbed his shoes. "It's your turn to change the date of your party."

"Sorry, but I already picked the cake, color-coordinated the balloons, and sent the invitations," Gwen stated as they went over their birthday party plans. "By the way, here's yours."

She handed it to Ben who tossed it aside.

"Who plans their birthday party six months in advance?" Ben asked.

"The one who gets to celebrate it on the actual date this year," Gwen said as Ben rubbed his foot on the table.

"I don't think so Gwen," Jen said. "Grandpa Max already promised me and Ben that he would take us to laser tag for our birthday this year."

"But you can't miss my party, Grandpa," Gwen said as Max groaned.

"You three have shared the same birthday for ten years," Max said. "And if you don't stop arguing right now, none of you will make it to eleven."

He reached into the glove compartment and took out a powder.

"Here, Ben, try this on your foot. It gets rid of all kinds of fungus."

Ben caught it as Jen moved away from him. "Athlete's foot powder? Well, I _am_ an athlete."

"More like an athletic supporter if you ask me," Gwen said.

Ben stuck out his tongue at him and started putting the powder in his shoe.

"Why doesn't Gwen just go to laser tag with you two?" Allison asked from the couch as Jen sighed.

"Easy for you to say," Jen said. "You're the only one of us who's ever had a birthday all to herself."

"It's not that simple, Allison. We live three hours apart from each other. I'm sure that Grandpa doesn't want to travel that long in one day," Ben said. "But we'll find a way to work it out. We always do. Especially when it came to the cake."

Ben then smiled and nudged his sister as she smiled back at him and she turned to Allison.

"I'm three minutes older than Ben, so I always joked to him that this one's my cake. Yours is coming in three minutes," Jen smirked as the pair chuckled and Jen gave him a playful noogie.

The Rust Bucket drove ahead when a young boy in a green camp uniform and a towel around his neck walked in front of the lights with a fearful look in his eye.

"They're coming! Help me!"

Max got a fearful look in his eye and slammed his foot on the brakes as hard as he could as the twins, Gwen and Allison tumbled forward.

"Grandpa!"

The Rust Bucket immediately pulled over, but the kid got out of the way and was sent tumbling off the cliffside and held onto a stray branch for dear life.

The twins got out and immediately got to work.

"Stinkfly to the rescue," Ben said as he slammed his Omnitrix and transfomred into... Cannonbolt. "Oh man. Can't this thing ever get it right?"

"Go get him, Ben," Jen ordered as Cannonbolt nodded and rolled up into his ball form and leaped off the cliff.

The kid lost his grip on the branch and fell to his certain doom. Fortunately, Cannonbolt caught him and rolled down the cliffside until he reached a clearing and got out of his ball form.

The kid's vision came into focus as he peered at the armadillo-like alien that was he was standing on.

"Hey, are you alright, kid?" Cannonbolt asked.

The kid screamed and immediately fainted at the alien before him.

"I'll take that as a no."

He groaned and rested by the cliffside as well before Jen flew in as Battlefly with a groan as she picked up the kid.

"I'll take it from here, Ben," she said as she flew upwards to the Rust Bucket. "Meet us back up here in 9 minutes."

* * *

Later, the group were looking over the kid as he rested on the couch.

"Just a few scrapes and bruises, that's good," Max analyzed. "But he's out cold."

"His name's Gilbert," Allison read.

"Whoa, how'd you know that?" Ben asked.

"Women's intuition," Allison smirked.

"Well, that and he's wearing a name tag," Jen said as she moved the towel away to reveal the name tag.

"He must go to Camp Opinicon," Gwen analyzed. "That would explain the uniform.

Jen also looked to see a purple rash on his arm. "Ugh, that is one ugly looking rash."

"It's obviously some kind of fungus," Gwen said. "Normal rashes don't have that color."

"I saw the sign for the camp a little way's back," Max said. "They must have a nurse."

* * *

The Rust Bucket drove up to Camp Opinicon and they arrived at the mess hall. They immediately filed out and went inside to find the place totally ransacked. No sign of anyone there.

"Hello?" Max asked. "Anyone home?"

"It looks abandoned," Allison said as they examined the wreckage. Not a sound was heard throughout. Not even from a mouse.

"Yep, definitely abandoned," Gwen scoffed.

Suddenly, Jen looked curious as he walked forward to a table that had a plate of spaghetti and meatballs. She waved her hand over it and felt some moist steam rising from it.

"Still warm," she analyzed. "This had to have just happened. Someone has to be at the camp."

Suddenly,thunder sounded out and the lights went out, leaving them in pitch darkness.

Max turned on a flashlight and Jen lit up a pink energy ball in her hand, illuminating the room before she and her grandfather shone their lights to an annoyed looking Gwen, a determined Allison listening to her music and Ben at the table eating the spaghetti and meatballs.

"What, I'm hungry!"

Max pulled out another flashlight and handed it to Gwen. "Here, you and Ben share. Allison, use your phone."

"Don't we share enough already?" Gwen asked as her cousin wiped his mouth.

"Will you just let it go?"

"Never!" Gwen shouted.

"Well then never plus one!" Ben said.

"Forget it, Gwen," Jen said. "There is no way that me and Ben are giving up celebrating our birthday on the actual day this year. And if you don't like it, then that's your problem."

"Then your brother's not getting this flashlight."

"Fine!" Ben said as he started fiddling with his Omnitrix, which then beeped out and gave out a green light in the shape of the symbol. "This thing has a flashlight app? Cool."

"Lucky break," Gwen groaned as they entered the kitchen.

They then shown their lights through the room to see a shadowy figure appear in the light... only to realize Jen playing by using shadow puppets in front of her energy ball.

"Ugh," Gwen groaned.

"What? I'm just trying to have some fun," Jen said as Ben chuckled at her antics and she winked to him.

The group entered the kitchen and looked around as Gwen looked nervous as she stuck close by to her cousin.

"Hey, Jen, remember when I told you back in New York that I wished I had gone to sleepaway camp?" Gwen said, shaking.

"Yeah," Jen said.

"I take it back."

They then heard a soft rumbling coming from the doorway and they shone their lights to see two sets of eyes shining in the darkness.

Ben screamed and fell on his butt as Jen reacted quickly and tossed an energy ball at the figure, only for it to crash against the wall, startling the figures out... revealing them to be two young twins with light brown hair and Camp Opinicon uniforms who looked nervously at them as Jen quickly shook her hand free of the smoke emitting from it.

"Is it safe to come out?" they both asked.

"Oh great," Allison groaned. "More twins."

"Hey, at least they're brother and sister like me and Ben. We can tell them apart," Jen said as she looked down with a kind look on her face. "I'm sorry, I didn't mean to scare you two."

"Are you some kind of superhero?" the girl asked with stars in her eyes.

"I guess you could say that," Jen said with a smile. "Are you two okay?"

"For," the boy said.

"Now," the girl finished.

"What happened?" Max asked. "Where did everyone go?"

"We heard something outside, but-" the boy said.

"We were too scared to come out," the girl finished.

"I'm Andy."

"And I'm Mandy."

"We're twins," they both said.

"Yeah, well join the club," Ben smirked as Jen smiled and laid a hand on his shoulder. "I'm Ben."

"And I'm Jen. This is our cousin Gwen, our Grandpa Max, and our good friend Allison," she introduced.

They then heard a rumbling from behind them and ran and hid behind Max in fear, trembling.

"Where's the camp nurse?" Allison asked.

"G-gone," Andy said.

"With all the others," Mandy finished.

"Not _all_ the others," Jen said. "We found your friend Gilbert on the side of the road. That's why we came here."

Max went to the telephone, only to find nothing. Not even a dial tone. "Darn it. The storm must have taken out the landline. And there's no cellphone reception either."

"So it looks like we're alone," Gwen said as Max turned to them.

"Let's get back to Gilbert. We'll drive him to town," he said as they all nodded.

They exited the mess hall and went into the Rust Bucket where the sleeping Gilbert was waiting. Max went to the closet and handed out two towels.

"Here, to help you dry off," he said as he handed one towel to Ben, Jen and Gwen and the other to Andy and Mandy. "Sorry, but I've only got two clean ones."

"That's okay," Andy said.

"We'll share," Mandy said as she snuggled next to her brother.

He then turned to Ben and Gwen who were struggling, playing tug-of-war with their towel as Jen and Allison looked on helplessly.

"Let go!" they both shouted.

"Do I get any say in this?" Allison asked.

"NO!" Ben and Gwen said to her as Jen wriggled back.

"A couple of kids I know could learn a thing or two from you guys," Max told Andy and Mandy, rubbing their heads before he went to the driver's seat.

"Who?" Ben and Gwen asked as Jen sighed before her eyes glowed pink and she used her telekinesis to levitate the towel to herself before she used it to dry herself off.

"Who do you guys think?" she asked as she then tossed the towel to Ben. "We take turns."

Max then turned the key in the ignition, only for the engine to sputter out, not engaging. Suspicious, he went outside and lifted the front hood, only to see the engine completely backed up.

"Huh, the engine's covered in some kind of fungus."

"So we're stuck here," Jen said. "Great."

"Looks like we're camping out here for awhile."

As he closed the hood, two mushroom like figures were watching from the trees, gnashing their sharp teeth angrily at the sight.

The group went out to a cabin as Max carried Gilbert adn laid him down on one of the beds.

They then spotted Ben dusting his feet with the powder as Jen started rubbing her feet.

"Hey, could you toss me that? I think I'm getting it too," she said.

Ben complied and tossed her the powder as she took her shoes off and started dusting her feet with it too.

"Athlete's foot?" Mandy asked.

"Everyone gets it here?" Andy complied.

"Now you kids stay here," Max ordered. "Keep an eye on Gilbert. I'll see what I can rustle up for us in the kitchen."

Gwen got a scared look on her face. "Grandpa rustling up a meal?"

"Now that's a scary thought," Ben said.

Jen then gulped. "If the fungus doesn't kill us, his cooking will."

"There's got to be a care package around here somewhere," Gwen said as she and the twins looked under the beds and finally found a box under the one Gilbert was sleeping on. The three then started struggling back and forth with the care package as Andy, Mandy and Allison looked o.

"Can't you guys just share?" they asked.

"Like sharing the same birthday with a relative isn't sharing enough? You guys don't get it," Jen said.

"Jen, they're twins like you and Ben. As in they were born on the same day," Allison said.

"Oh, right," Ben said. "Well they don't know what it's like to share with _two_ relatives. I share enough with my sister already. I can't share everything with my cousin too."

Suddenly, Gilbert shot up without warning.

"They're here! All around us!"

Ben, Jen and Gwen suddenly fell to the floor in alarm.

"Who's here?" Gwen asked.

They then heard a scream from outside.

"That sounded like Grandpa!" Jen said.

She then ran for the door, only for Gilbert to tackle her in defiance with a glare.

"Don't go out there! They'll find you!"

"Chill," Ben said walking up as he and his sister held up their Omnitrixes. "I have animal instincts."

"And I kind of have a way with nature."

* * *

Later, Wildmutt was running through the forest with Blossom Rose riding on his back as she flicked his nape.

"Hey, Ben," she said as she noticed the dark woods, completely nervous. "Why don't you make like baby food and MUSH!"

They ran through the woods as Blossom Rose looked nervously around, shivering with fear.

Wildmutt sniffed the ground, trying to pick up Max's scent when he looked up and saw a construction crane on a hill.

He and Blossom Rose ran up ahead and saw that the woods on the other side of the hill was like an entire different world altogether. Giant mushrooms lined up instead of trees and other kinds of infected fungi dotted the landscape. The entire place looked like something out of Ferngully or Pandora.

"I've got a bad feeling about this," she whimpered before a sudden pain laced through her head. She groaned outwards as she heard a voice in her head.

 _"Intruders,"_ it said as she whimpered in fear. _"No matter. You shall join the other one... in my stomach."_

"Other one?" she asked herself. "Oh no. Grandpa!"

Wildmutt ran up the area with Blossom Rose riding along as a bunch of stalks with eyes looked at them as they passed. They nervously looked down the hole in the center of the mushroom forest and suddenly, a bunch of purple tendrils burst out of the ground and wrapped around them.

Blossom Rose screamed as they struggled within the grasp as they were pulled down into the abyss.

Wildmutt used his brute strength to break the tendrils holding him and Blossom Rose shot out her hand and a ton of thorns burst from the walls around them that severed her tendrils. They looked down and saw Max being dragged downwards by the same tendrils.

"Ben! Jen!"

Suddenly, more tendrils gagged his mouth and dragged him further down into the abyss.

"Grandpa!" Blossom Rose shouted as she struggled and they both ran further down the tunnel... right before the Omnitrixes timed out. "Crap!"

The twins were then sent sprawling on top of each other and recovered as they got up.

"Oh man!" Ben shouted. "Not now! Grandpa!"

They looked around and a bunch of orange mushrooms suddenly grew eyes and limbs and two sets of jaws opened upon their stalks as they approached the twins.

"Run!" Jen shouted as they set off in a running pace, Jen tossing energy disks at them to keep them back.

They reached a corner when a blue-green plant shot upwards under their feet and tried to chomp down on them, but Ben tackled his sister off of him.

The brown mushrooms dogpiled the twins as they landed... or so they thought. The twins were standing off to the side and they gasped as the mushrooms noticed them once again.

"Let's get out of here!" Jen shouted.

"Don't have to tell me twice!" Ben said as they both turned and ran again down the tunnels with tendrils and mushrooms chasing them down the tunnel until they reached the end and immediately climbed up the wall without looking back.

Once they reached the surface, they found a bulldozer next to the hole. They then got into it and Ben tried to work the construction machine.

"Come on, how do you work this thing?" he asked as he tried to engage the gear shift.

"Ben, we're too young to drive!" Jen said as the mushrooms and tendrils crawled up the hole and glared at him.

"We're doomed!" Jen shouted as she hugged her brother in fear.

"Not yet, we're not! We're taking you guys out at the root!" Ben shouted as he fired up the bulldozer and put it into reverse.

The bulldozer then pushed the mushrooms back down into the hole. Unfortunately, this did nothing to deter the tendrils as they wrapped around it and lifted it up.

"Jump for it, Ben!" Jen shouted as the twins leaped out and ran as the tendrils pulled the bulldozer down into the hole.

"Okay, so much for that idea."

They then looked and saw the tendrils tossed the bulldozer back outwards and tossed it back up onto the hill, destroying an outhouse.

"I think we'd better regroup back at the camp," Jen said as they ran away.

* * *

They then burst into the camp's cabin while struggling to catch their breath as they looked at Gwen, Allison, Gilbert, Andy and Mandy.

"You won't believe it!" Ben said. "There are-"

"Killer mushrooms! Everywhere!" Gilbert finished for them.

"And they're taking over the camp!" Gwen said.

Ben and Jen then looked at the others, confused as they shook their heads.

"Right!' Jen quickly said. "And they've got Grandpa!"

"Oh no!" Allison said.

"They must be a dormant species that came alive when the camp dug in this new area," Gilbert suggested. "That's what I was trying to tell you when your RV almost ran me over! We've got to get out of here!"

"We're not going anywhere without our Grandpa!" Ben said as he and his sister ran to the door.

"Make that all three of us," Gwen said as she and Allison followed them out the door.

Andy, Mandy and Gilbert followed them out the door with determined looks on their faces.

"What do you think they want?" Ben asked.

"I took this advanced botany class last semester," Gwen explained. "And-"

Suddenly, the ground shook and a gigantic white spore mushroom shot out from the ground, startling them.

"Uh, I think I have a good idea," Jen said to Gwen and Allison. "When I was Blossom Rose, I heard this strange voice in my head. It said that we were intruders to the area. They want us! For plant food!"

"Oh man," Gwen said, trying to shake the thought off as they ran away into the cabin for shelter.

They didn't get far, however, as even more mushrooms rose from the ground in the cabin.

"Everyone out!" Allison ordered as they all ran away as the cabin was completely demolished by the mushrooms growing out of the ground.

They all stood back to back as an entire forest of white mushrooms grew from the ground and they all gasped out.

"Okay, they stopped," Ben said.

"That's good, right?" Jen asked, pulling her fingers nervously.

"Actually, it's worse," Gilbert said. "Those are puffballs containing billions of mushroom spores. If those mushrooms mature and release those spores..."

"They could spread over the entire state," Gwen realized.

"Or even the entire country," Allison said.

"That does it," Ben said as he and his sister pulled Gwen and Allison over. "We're going XLR8."

"We're going to save Grandpa and start chomping these things down," Jen said.

"Actually," Gilbert said, walking up. "The only way to eliminate a mushroom is to destroy its mycelium."

"Its... what?" Ben asked.

"It's brain," Gwen explained.

"You guys know _way_ too much about Mushrooms," Allison said as Jen nodded.

"We'll see you guys when we take out the brain," she said as she and her brother turned away.

Gwen and Allison stopped them, touching their shoulders.

"We're coming with you," Gwen said. "He's my grandpa too."

"And he took me in when I had nowhere else to go," Allison said. "I owe him."

"Look, Gwen, we may share a lot of things," Ben said as he and his sister showed their Omnitrixes.

"But we don't share these," Jen finished as she realized what she said and held her head. "Man, we sound like Andy and Mandy right now."

"What about me? I'm not exactly helpless, you know," Allison said, crossing her arms.

"I think it's best if you stay here," Ben said. "The others could use someone with powers watching over them."

"Fine. You're right," Allison groaned.

"Be careful," Gwen said as they nodded.

"Hey, Ben and I are twins," Jen said with a smile. "We watch out for each other."

They then ran off back to the center of the forest as Gwen and Allison ran back towards Gilbert, Andy and Mandy.

* * *

The twins, who both went XLR8, sped down the forest trail back from where they came for. They stopped at the construction site from before and saw even more giant mushrooms sprout from the ground in front of them as they shuddered.

"This doesn't look good," Ben said.

"I don't think that I'm going to be eating Mom's stuffed mushrooms for awhile after this," Jen said with a groan.

They then nodded, closed their visors and sped down the hole again, keeping careful watch out for the purple tendrils from before and looked around for their grandfather as they advanced further down the hole.

"Grandpa?" Ben asked.

"Where are you?!" Jen shouted.

Suddenly, the brown mushrooms from before sprouted upwards and they immediately ran away further down the tunnel.

* * *

Gwen, Allison, Gilbert, Andy and Mandy ran for shelter behind the targets at the camp's archery range. Allison looked around with her hand in her pocket, fingering her little goodies.

"Coast is clear," she said.

"If we can make it to the dining hall, we can barricade ourselves in the kitchen," Gilbert suggested.

"And fight these things off with what? A spatula?" Andy asked.

"We are so dead meat," Mandy cried. "Oh, I hate it, hate it, hate it here!"

Suddenly, the ground shot up from underneath them and a giant mushroom sprouted up with the twins on it. They screamed as the cap opened up and green tendrils wrapped around the twins and the mushroom swallowed them up.

"That's it," Allison shouted. "No more Ms. Nice Osmosian!"

She fingered the stray Diamondhead crystal and absorbed its material, coating herself in green crystal armor, Gilbert looking on in awe as she formed her arms into blades.

"Be careful not to hurt them!" Gwen shouted as Allison charged in.

* * *

Back in the tunnel, Ben and Jen reached a split path as the purple tendrils surrounded them on their left side and they both used their claws and superfast speed to slice them up before they could grab them.

"Keep your roots to yourself!" Ben shouted.

They then turned and ran down the right path with determination clear in their demeanor.

"We're coming, Grandpa!" Jen shouted.

* * *

Gwen fired arrows into the mushroom as it released a toxic gas from its stem as she smiled, pleased.

"Bullseye!" she shouted as the mushroom fell over.

Allison then used her blade arms to carefully slice open the stem as she reached in and pulled Andy and Mandy out.

As the twins recovered, they gasped when they saw more identical mushrooms rise from the ground and surround them as Gilbert gulped.

"Move it!" he shouted as they turned and ran for the mess hall.

As they ran, they were stopped once they reached the rock climbing wall and the mushrooms sprouted up from the sides, trapping them.

"We need to get to higher ground!" Gwen shouted.

"But the rock wall is only for the older campers," Mandy said.

"What's more important, Mandy? Camp rules or your life?!" Allison shouted at her.

"Um, well..."

"Hey, it's not exactly a trick question!"

"Call me crazy, but right now, I think some camp rules are meant to be broken," Gwen stated as they looked and saw glowing green eyes in the shadows.

* * *

In the deepest part of the tunnels, Max suddenly came to and looked around the area and saw that he was bound by the roots.

In as clearing in front of him, the twins came in, cutting the roots away with a determined look on their faces as they looked up to see him.

"Grandpa," Ben said as they ran ahead and started cutting their grandfather free.

"Ben... Jen..."

"Save your strength," Jen said. "We'll have you free in just a-"

That was when the Omnitrixes started beeping down and timed out as they transformed back to their armored forms..

"No!" Ben said. "Not now!"

"Ben, Jen, behind you!"

"That was when the purple tendrils sneaked up behind the twins and ensnared them, surprising them as their vision was cut off, though they were protected by their Omni Suits.

"Grandpa!" Ben shouted.

* * *

Gwen and Allison scaled the rock climbing wall with Gilbert, Andy and Mandy close behind htem.

"Come on!" Gwen ordered. "We've got to keep moving."

They looked ahead and saw the mess hall on the far side away from the wall and the way down was blocked by the giant mushrooms.

They looked up and saw a zipline by their as Andy and Mandy struggled to grasp the first line on the zipline.

"Me first!" Andy shouted.

"No, me!" Mandy retorted.

"Does it really matter?!" Allison scolded. "Now zip it!"

Mandy took the line, stuck his tongue out at his sister and zipped down the line, followed by her brother, then Gwen, then Allison and finally Gilbert, who screamed all the way down the line.

* * *

Max and the twins were struggling in the grasp of the roots as they struggled.

"Can you two reach your Omnitrixes?" Max asked as the twins fiddled with their Omnitrixes.

"We're trying," Ben said.

"I think it needs more time to recharge," Jen said as they suddenly pressed the watches down, triggering a transformation.

The Omnitrix sank into Ben's wrist and vine-like tendrils spread up his arm and encased him in a green cocoon-like shell. Two clawed arms sprouted from the sides of it, a blue spore-like sphere opened on his shoulders and he grew six black seed-like spores from his back. The bottom of the shell grew vine-like legs and the top opened up to reveal a green head with a single blue eye and razor-sharp teeth. He then posed to the camera as the transformation ended.

Jen's Omnitrix sank into her wrist as chlorophyll-filled veins grew up her arm and spread to her face, which turned chalky white as she clutched her eyes shut and they turned a full pink with energy and black lines grew out, marking her face like a mask. Her hair grew out into several leaf-like extensions with a few yellow stigmas growing from the top. Her clothes morphed into a pink long-sleeved uniform with green segments on the front and shoulders and white petals on the bottom, forming a skirt and pink shoes on her feet with root-like extensions coming from the soles with the Omnitrix symbol on her chest.

"What the heck is that?" Max asked as the two looked to each other and gained a look of confusion.

"Beats me," Ben said. "I've never gone him before."

He then grew several thorns from his body and they broke through the roots ensnaring him.

"But I like what he can do."

Jen then struggled as she groaned. "This is a different species than Blossom Rose, right? She has to do something different!"

She then groaned and threw her fingers down. Suddenly, water shot out from her fingertips and sliced through the roots and she gasped as she looked at her fingers and wiggled them.

"A plant alien that can shoot water?" she asked.

"I've seen that kind of alien before," he said. "That's a Fernovian, a plant-based being that has the ability to jettison water under an extremely high-pressured stream, enabling them to cut through any object."

"Sweet," she said as she looked herself over.

Ben then grew thorns from his hand and sliced Max's bindings, freeing him.

"Let's get out of here."

 _"You aren't going anywhere,"_ said a voice sounding out from all around them.

"*Gasp* It's the voice from before when I was Blossom Rose!" Jen said as she glared.

"I hear it too!" Ben realized.

Suddenly, a ton of roots grabbed Max from under his feet and dragged him down into the ground. The twins tried to save him, but they were grabbed as well and dragged further into the earth.

They looked down and gasped as they saw a giant pink mass growing underneath them with tons of plants and spores growing out from it.

 _"I communicate with all vegetation on a telepathic level."_

The twins gasped in fear at the horror before them.

* * *

The others were still going down the zip line with Gilbert freaking out from fear.

Unfortunately, one of the sentient mushrooms glared and bit down on the line, breaking it and sending Gwen, Allison, Gilbert, Andy and Mandy falling down, bouncing off of the mushrooms to the ground.

The twins screamed as they were surrounded by tons of sentient mushroom troops.

Gilbert, shivering with fear, turned and saw a shed on their side.

"In there!"

They ran off as blue roots shot up from where they were standing and shot after them.

Gilbert screamed as the roots shot after him. Fortunately, Allison severed the roots with her blade arm, after she absorbed the silver from her quarter.

"You're welcome," she said as the others entered the shed and she immediately closed the door behind them.

Gwen and Allison were trying to catch their breath and groaned when they saw the twins arguing again.

"We wouldn't even be here right now if you didn't make us hide in the kitchen!" Andy shouted.

"Me?" Mandy asked. "It was your idea in the first place!"

"Well you didn't have to listen to me!"

"Ugh, I take back everything I said about Ben and Jen right now," Gwen groaned.

Allison stuck her pinkies into her lips and whistled rather harshly to catch their attention. "Stop it!"

"He/she started it!"

"It doesn't matter who started it or who's fault it is," she said. "What matters is that you're family and you need to stick together."

"*sigh* Okay," the twins said.

"Good," Gwen said, picking up a baseball bat. "Because we're going to need to fight our way out of here."

* * *

"Let me guess," Ben said as he and his sister were drawn in closer to the mass. "You're the braniac."

 _"I prefer Mycelium,"_ the brain said as it revealed a maw with tons of razor sharp teeth.

 _"_ Ben, Jen," Max asked. "Who are you talking to?"

"Mr. Mushroom Head," Ben said. "It's like we're connected or something. Oh man, why couldn't you be a vegetarian?"

"Ben!" Jen shouted, struggling in Mycelium's grip. "We're plants right now! Even if he was a vegetarian, we would still be food to him!"

 _"Struggle as you may, you can't stop me. Soon, I will consume every living creature on this planet."_

"Well you're not starting with us!" Ben said as he grew his thorns from his body, shredding Mycelium's roots off of him before shooting his arm out to save himself, which stretched out to the ceiling and gripped it. One of the seeds on his back was shaken loose and fell down onto Mycelium, where it exploded like a bomb.

Jen glared as she made a few hand gestures and shot her water out from her hand that sliced through the vines like a blade before she fired her hands behind her and flipped onto a root as she looked at her hands.

"Wow," she said, admiring her hands before she looked her body over, admiring the lily-like qualities of the flower dress. "This girl gives new meaning to water lily."

Ben stretched out his arms and grabbed his grandfather before he joined Water Lily on the root with a glare.

 _"Surely as plants, you must understand the wisdom of sharing a single intelligence."_

"We're not really good at sharing anything," Ben said as he pulled out his seeds. "Just ask our cousin!"

The twins then leaped down to battle. Ben twisted his body around, sending his seed pods flying everywhere, where they exploded all over Mycelium's brain-body.

Water Lily ducked and tumbled through the battle, firing her water jets from her hands, which sliced clean through the vines and roots before she leapt up and fired water blasts from her hands, which soaked into him and ripped up several parts of the Mycelium as she glared.

"It's time to water the plants!" she shouted with a glare.

* * *

Meanwhile, Gwen, Allison and the campers shouted out as they charged into battle against the living mushroom sentries. Gwen was armed with her baseball bat, Allison was armed with the energy cannon, Mandy with a paintball gun and mask, Andy with a hockey stick and mask and Gilbert with a leaf blower.

Gwen immediately charged up and swatted the mushrooms back with her bat and caused her to go flying back into the giant mushrooms with a shout.

They immediately charged into the herd with no mercy on their minds.

Allison climbed up onto one of the mushrooms and used the energy cannon to blast them and set them on fire with a glare. She then noticed one sneaking up on her and she immediately absorbed the metal from the cannon, morphed her arm into a blade and sliced it down the middle with a glare on her face.

Mandy fired several paintballs at the mushrooms while her brother fired hockey pucks at them with his stick, bouncing off of them and knocking them out.

One of the mushrooms tried to get the jump on them, only to be blown away by Gilbert's leaf blower and blasted by Allison with a glare from above.

"Nice shot," the twins said in unison before getting a worried look on their faces. "Uh-oh." They then ran off when they saw a giant warm of mushroom sentries charging them from behind.

"Run!" Allison shouted as she shot the energy cannon at them as the others ran off with her giving them cover as she ran across the mushrooms before she caught her breath. "Come along with us, she says. It'll be a great adventure, she says."

Gwen, Andy, Mandy and Gilbert ran through the maze of mushrooms while trying to outrun the mushroom swarm and eventually reached the camp lake.

"Oh man," Gwen groaned before she looked and saw a boat by the lake. "Everyone thinking what I'm thinking?"

They all then picked up the boat and used it as a shield/battering ram for them as they ran towards the swarm. "Charge!"

They rammed down the mushrooms with reckless abandon as Allison fired on them as well from her perch.

"Take no prisoners!" Gilbert shouted as they finished and they set the boat down and ran for the mess hall again.

Unfortunately, a vine reached out from behind and snagged Mandy up by the shirt, sending her screaming up into the air.

Andy gasped and reached into his duffel bag and pulled out a pair of ice skates. He tied the laces together. He twirled them around in his hands by the laces and tossed them like a bladed bola, which sliced the root in half, freeing his sister, who flew into him.

Allison immediately jumped down from her perch and grabbed the twins as they closed in on the mess hall and Gwen immediately shut the door as the mushrooms closed in on it.

* * *

Back with Ben and Water Lily, they were continuing their battle with Mycellium as they sliced it up with their claws/water jets as they shouted out and sliced it up as Ben shot his fine-like arms out and sliced several sections of him off at a time.

"Whoa!" Ben said as he looked himself over. "I'm going to call this guy Wildvine from now on."

 _"Resistance is futile,"_ Mycelium warned. _"For even if you destroy me, you cannot possibly destroy the billions of spores I am about to release into your atmosphere."_

"We'll worry about them next!" Water Lily shouted before she looked down as her and Wildvine's Omnitrixes started beeping before timing out, leaving them in their Omni Suits as they shouted out.

"Oh come on!" Ben shouted as he, his sister and their grandfather were snatched up again by Mycelium's roots.

Mycelium opened its maw and brought them in slowly as they looked on in fear.

"Grandpa, we're sorry," Jen whimpered.

* * *

In the barricaded mess hall, Gwen, Allison, Andy, Mandy and Gilbert watched closely as the mushrooms pounded on the door. They tried to run out the back door, but the mushrooms weren't that stupid and they easily broke through the door with a glare.

Allison looked to behind her and the roots outside burst through the barricade and the mushrooms flooded in.

"I am not going down without a fight!" Allison shouted as she absorbed the metal from the energy cannon and started wielding it in front of her as she started firing wildly from it, blasting mushrooms left and right as the kids covered behind her.

Some of the mushrooms tried to sneak up behind her, but she formed her arm into a sickle blade and sliced a few caps off with a determined look on her face.

* * *

"If I'm going down, I'm going to at least take the 'fun' out of this fungus!" Max shouted as he kicked the roots with his boot.

That was when Ben got an idea in his head. "That's it!" he exclaimed as he pressed the Omnitrix symbol on his armor's chestplate, deactivating it.

"What's it?" Jen asked, raising an eyebrow at seeing her brother deactivate his only means of defense.

"You said the foot powder kills any kind of fungus, Grandpa!" Ben said as he kicked his legs back and forth and kicked off his shoe, which was filled with athlete's foot powder, into Mycelium's mouth.

It groaned in pain and started pulsing back and forth and foaming at the mouth.

"Ben, you're a genius!" Jen exclaimed as she pressed her own armor's Omnitrix symbol, deactivating it, so she could reach into her pants pocket and throw down the entire bottle of foot powder into Mycelium's mouth.

Mycelium howled in pain as it frothed back and forth as its roots came undone, freeing Ben, Jen and Max, sending them falling on their butts as they looked up as Mycelium exploded in a pool of mushroom juice.

* * *

Back in the mess hall, Allison kept slicing and blasting away the living mushrooms as they closed in on her, when something caught her eye. As one of them stopped dead in its tracks as it shriveled up and died, falling to the floor. The rest of the swarm followed suit, leaving a bunch of dead fungi in the hall as the others looked confused.

"What just happened?" Gilbert asked.

"My cousins just happened," Gwen smiled. "They came through."

They walked out of the mess hall with a satisfied smile on all of their faces as they looked on.

"This camp rocks!" Andy and Mandy cheered, pumping their fists.

"I can't wait to come back!" Gilbert said.

Suddenly, they looked ahead and saw the twins and Max dripping and covered in mushroom juice as they groaned miserably.

"You two did it!" Gwen cheered as Allison smiled with her hands on her hips.

"I'd shake your hand and hug you, but I'm not getting mushroom juice on me. I just had these clothes washed," she chuckled as Jen smiled.

"We're not done here yet," she said, looking up. "We've still got to stop these spores."

Ben then got an idea to his head and looked to Andy.

"Did you say everyone here gets athlete's foot?" he asked.

Andy nodded his head.

* * *

After taking a quick dip in the lake, they ran for the nurse's office and opened the medicine cabinet to find several jars of athlete's foot powder.

"Andy brilliant ideas on how to let this stuff go?" Ben asked.

Gwen and Allison looked to each other and smirked. "Actually, as a matter of fact..."

* * *

A cloud of athlete's foot powder was bathed over the mushroom spores, killing them almost instantly as Gwen and Allison flew on the backs of Stinkfly and Firefly as they let the powder go from the jars in their duffel bags.

"I love camping!" Allison shouted after they killed the last of the spores as she stood up and smiled as Firefly passed over the lake. "Let me go take a dip."

She then hopped off and cannonballed into the lake, whooping all the while as the others looked on with a smile.

* * *

"Nice work, cuz," Ben said as the gang sat at a table at a pizza parlor as they smiled.

"And you to, Allison," Jen said as they waited. "We couldn't have done it without you."

"Thanks," Gwen said, grateful.

"And we were thinking," Jen said as she and her brother smiled. "I guess we can have our birthday anytime. You take the real date."

"That's nice of you two," Gwen said before shrugging. "But it's really no big deal. You two can take the real date."

The twins then smiled mischievously to one another before giving each other a high-five.

"Psych!" Ben said as they both laughed as Gwen growled at them and Allison facepalmed.

"I knew we'd get it out of you after only one "You take the real date!" Jen snickered.

"Dweebs!"

"Oh well," Allison groaned, burying her face in the menu. "Guess they really can't agree on anything."

That was when the pizza was delivered and the only topping on it was...

"Mushrooms?!" everyone but Max asked as they all backed away slowly. "Gross!"

"Well, almost anything," Max said, munching on his pizza.

* * *

 **Next time on Ben and Jen 10:**

 **Ultimate Weapon**

 **Also, for those complaining on how I gave Jen another plant alien when she already has Blossom Rose, what else was I going to do? I needed another alien for her to hear Mycelium and it only works on plants, so there you go.**


	20. Ultimate Weapon

Somewhere in Texas, a construction crew were working at an oil mine. Some of the construction workers were drilling in a certain section when the drill suddenly stalled.

"Something's wrong," the manager said.

The drill immediately seized up and the ground around immediately cracked and shifted around it.

"Run!"

The construction workers immediately ran away from the site as the tower caved in under them along with a huge section of the ground. Luckily, they were able to escape in time.

The workers looked back and gazed at the crater that had formed. From the crater, a plume of fire shot up from the ground under them before forming the face of a demon as they died out. From the flames a grey rocky mask with yellow sides and green gem eyes appeared and fell to the ground in front of them, the eyes glowing for a second as they looked at it in curiosity.

* * *

The Rust Bucket was parked somewhere in the desert as the Tennysons sat at the table eating soup while Allison was in the kitchen section cooking something else up.

"Well, what do you think?" Max asked. "Bet you never tasted anything like that before."

Ben, Jen and Gwen were eating when they detected something crunchy in the soup, which caught their attention.

"What's the crunchy stuff?" Jen asked.

"Dung beetles."

That immediately caught their disgust as they immediately spat the soup out and Jen used her telekinesis to levitate their soup out of the window as Allison sighed from the kitchen.

"What? Too spicy?" Max asked. "You'll get used to it."

"You're lucky I went along for the ride," she said as she whipped up the custard for the French toast she was making. "I am not eating anything of Max's. No offense."

"Yeah," Gwen agreed. "You're a really good cook, Allison."

"Thanks, Gwen. I've had to provide for myself and Kevin ever since we ran away from home. You pick up some stuff from working in restaurants to get money."

She then dipped the bread in her custard as she heated up a pan on the stove with a smile.

Suddenly, an alarm sounded in the RV and from one of the cabinets, a moniter came down that showed the mask from before on it as the twins ducked out of the way.

Max gained a shocked look on his face. "No."

"Grandpa? What is it?" Ben asked.

"The Mask of Ah Puch," Max said, turning the monitor to them. "It's the key to the most powerful and destructive weapon ever created."

* * *

Later, the Rust Bucket drove along the road with Ben in the front seat and Jen, Gwen and Allison eating their breakfast that Allison cooked up: French toast with bacon and eggs.

"Finally, I can actually eat something in this RV," Gwen said as Allison smiled as they ate.

"Awesome!" Jen cheered as she ate her bacon. "It's nice to have someone along for the ride who can actually cook."

"You'll never go hungry as long as I'm here," Allison promised with a smile as she listened to her music on her phone and sighed.

"The Mask of Ah Puch is the guide to the Sword of Ek Chuaj," Max explained to Ben. "The Plumbers searched for it for decades without any luck."

"Ek Chuaj?" Ben asked. "What kind of alien is that?"

"Not alien. Mayan. Ek Chuaj was the Mayan god of war. His sword was rumored to have leveled cities with just one swipe."

"Ha!" Ben said. "Sounds like just the kind of thing the world's most powerful 10-year-old boy should have."

"This is no toy, Benjamin," Max said, a serious look on his face. "Whoever controls the sword controls the destiny of mankind. And I will not let it fall into the wrong hands."

The kids looked at each other, concerned. They had never seen their grandfather this serious over anything before. Not even when they faced Vilgax.

* * *

After about an hour, they arrived at the oil mine where the mask was discovered.

"I'll bet they're keeping it in the basement," Max said. "Ben, Jen, you two go alien and sneak in and open the side door for us."

"Sneak in?" Ben asked. "Don't you mean break in?"

"Ben," Allison said. "I haven't how time to explain to you how important it is for us to get the mask."

"He's right," Allison said. "If what Max says is true, then it's kind of important for us to do all we can to not attract attention."

"Now can we count on you?" Max asked as the twins nodded.

"You know you can, Grandpa," Jen said with a nervous look on her face.

Max nodded and got out of the driver's seat and went to the back of the Rust Bucket.

"What's up with Grandpa?" Ben asked the others. "He's so... intense."

"Cut him some slack, will you?" Gwen asked. "He's trying to save the world."

"I know that I would be that intense if the world was on my shoulders," Allison said. "And you know you would too."

The twins shrugged as they activated their Omnitrixes with a nod as they highlighted Grey Matter and Frostblight with a nod.

"It's showtime, bro," Jen said as they slammed the cores down together.

The Omnitrix sank into Ben's wrist as his hands and feet grew grey-blue and slimy as they secreted mucus from his pores and only had four fingers and three toes. The Omnitrix symbol grew on his back and the blue spread to the rest of his skin as his eyes grew huge and buggy, taking up the entire upper half of his face as the pupils turned sideways and rectangular and his mouth was filled with sharp teeth. His hair and nose vanished as he shrunk to three inches tall. His attire shifted to a green one-piece bodysuit that fit his body with wraps around his feet. He struck a pose as the transformation finished.

The Omnitrix sank into Jen's wrist as her skin turned an icy blue and started radiating cold air and she shut her eyes closed and when they opened, they revealed bright glowing pink eyes with no pupils and her hair shifted into blue spiky hair like ice. Her clothes then shifted to a pink ballerina-like outfit complete with the skirt and flat pink shoes. Her body then shrank to 3 inches high and a pair of insect wings like a pixie grew out of her back. The watch symbol appeared on the belt of her skirt. She pirouetted on one foot before striking a pose like a ballerina as the transformation finished.

Grey Matter and Frostblight then flew/hopped out of the RV with a glare as they snuck past the guards as they saw the pipe leading to the guard station's gutter.

"Ladies first," Grey Matter said with a polite bow.

"Oh, Ben, how thoughtful of you," Frostblight said with a fake posh accent as she flew up the gutter followed by her brother as he climbed up.

The others examined this from the Rust Bucket as Gwen looked on, concerned.

"I know that Ben can be a major doofus, but don't you think you were a little..."

"You're just kids," Max said. "I don't expect you to understand."

"Max, I'm 13 years old," Allison said. "I understand plenty."

* * *

The twins got into the station through the drain pipe as Grey Matter removed the drain and Frostblight flew out as she sighed once she saw some chewed gum on her brother's head.

"Oh man!" he groaned as he removed the gum. "I should've just gone Cannonbolt and busted my way in."

"As much as I know we need to be sneaky in this situation, do I look like I would want to go into a drain pipe with this dress on?" Frostblight groaned. She then gained a stunned look of fear as she pointed behind her brother with a silent "Meep."

Grey Matter looked behind him to see a German Shepard with a spiked collar snarling and growling at them, slobber drooling from the mouth. They looked behind to see another guard dog and they gasped.

"Ah!" he shouted.

Frostblight grabbed her brother and flew him up as the dogs bonked their heads together as they flew out of the room, not looking back.

Once they were out of the door, Grey Matter grabbed a janitor's bucket and closed the door with it, barricading it.

"Just in case," Frostblight said as she flew up to the doorknob and touched it, freezing it solid. "Who are the big dogs now?"

They then ran off for the basement.

* * *

Speaking of which, the others were standing outside of the cellar door waiting patiently.

"Why don't I just absorb the metal and bust us in?" Allison asked.

"And draw attention to us? I don't think so," Max said as the knob turned and the twins swung out. "It's about time."

Max entered as Gwen picked up Grey Matter and Allison picked up Frostblight before they gave a sniff to them.

"Why do you two smell like dog slobber?"

They then entered the cellar and closed the door behind them as a familiar black limousine pulled up behind them.

* * *

Once inside, they walked through the halls, Max taking the lead as they looked for the mask.

Gwen looked on concerned along with her cousins as they looked to each other.

"Have you ever seen Grandpa this serious?" Gwen asked.

"We've never seen _anyone_ this serious," Frostblight said.

They entered a room on the left side of the hall and saw a safe at the end of the room.

"It has to be in here," Max said.

"I'm on it," Grey Matter said as he hopped to the door of the safe pressed his ear to it to hear the tumblers and Frostblight flew over and started adjusting the knob. Grey Matter then gave a thumbs up with a smile.

"Good job, you two," Allison said.

Max turned the safe's wheel and opened it to find the Mask of Ah Puch. "Beautiful, isn't it?" he asked.

"Uh, well... not exactly," Frostblight said.

"Over forty years of searching and now, finally, you're all..."

Suddenly, they heard a shuffling of metallic boots in the hall and they gasped as they looked to see some familiar armored faces.

"I thought you'd retired from the Plumbing business, Mr. Tennyson. Or may I call you Max?"

"It's Enoch and those Forever Knights guys who tried to slice and dice me!" Grey Matter exclaimed.

"You know them?" Allison asked.

"All too well," Frostblight glared.

"How nice of you to remember," Enoch said. "And, of course, how could I forget the family who left the Forever Knights without a castle?"

"Whatever happened, you brought upon yourselves," Max scolded.

"Quite the feisty sewer rat, aren't we?" Enoch mocked. "I'd love to chat about old times, but I'm afraid I'm late for holding the world at my mercy. So, I'll be taking that mask now."

"Over my dead body," Max said.

"Excellent suggestion," Enoch said before gesturing to his knight guards. "Gentlemen?"

The guards reached into their trench coats and pulled out two energy swords and advanced towards the others.

"It's go time!" Allison said as she reached out and touched the safe and coated herself in its metal and morphed her hands into blades and glared.

Suddenly, the security guard burst into the room.

"What's going on in here?"

Acting quickly, Frostblight inhaled a breath and froze the ground at the guards feet and Grey Matter leaped onto Enoch's mask-covered face, causing him to stumble back.

"Run!"

The others ran past the room as the guards slipped and fell on the ice, knocking down the security guard as they ran away.

Angry, Enoch pulled and pried Grey Matter off of him, sending him sprawling across the desk, knocking over several office supplies and sending him dangling off the edge. Unfortunately, he also knocked over a coffee mug, which landed on a button to activate the paper shredder underneath him.

"Ben!" Frostblight shouted.

The others were being chased by the newly recovered guards down the halls as Enoch went out of the room.

"Wait!" he said as he gestured to the divided hallway. "This way."

They then ran the other way in an attempt to intersect them.

Grey Matter struggled as he was holding onto some papers, which were knocked loose into the shredder.

Frostblight then flew over and grabbed him, flying him to the ground. "There's no way I'm letting my brother wind up as alien coleslaw!"

They then saw another drainage pipe along as sister gestured to brother. Grey Matter hopped into the pipe, followed by his sister.

The security guard recovered and grabbed his walkie-talkie. "We've got burglars. Seal the exits."

* * *

An alarm sounded through the building as Max, Gwen and Allison ran up the stairwell and ran to the exit, only to see a security guard posted at it.

"Wrong way," Max said as they continued down the hall.

Suddenly, a grappling claw shot out and grabbed the mask out of Max's hand and pulled it back to Enoch.

"Your loss is my gain, Tennyson," he said as he and his guards ran off into the shadows.

Max, Gwen and Allison looked to see the exit being sealed by a metal door frame.

"Grab on," Max said as his granddaughter grabbed his hand and Allison absorbed the metal from a nearby fire extinguisher.

They all slid through on their bellies and Allison on her back before the door closed on her leg.

"Allison!" Gwen shouted as Allison smirked as she put her hand under the frame with a smile and lifted it back up.

"Always good to have a backup plan, Gwen," she said as she put the door down after she freed her leg and they ran off.

* * *

The twins crawled through the pipelines as they heard the Omnitrixes beeping down just as they escaped. They timed out as they landed in the dumpster, a banana peel landing on Ben's head.

"I hate it when this happens," Ben groaned as Jen got out.

"I'm going to have to burn this set when I get back home," she groaned.

That was just as the Rust Bucket pulled up next to the dumpster as Jen helped her brother out.

"We don't have time to fool around, you two. Get in!"

A figure with pale white skin like ash wearing armor and a loincloth and a red tattoo covering his chest up to his left eye peeked out from behind the building with a glare as he glared after them.

* * *

Enoch examined the mask in his limo as he chuckled mischievously.

One of the guards looked out of his rearview mirror to see the Rust Bucket pulling up beside them.

Max pressed a button, which flipped the radio to the weapons systems. He pressed a button, which engaged the ramming feature on the RVs bumper.

Enoch looked out the window just as they were rammbed by the RV.

The guard engaged a few buttons on the controls as the trunk opened and an automatic saw blade popped out and started cutting at the bumper as the others looked worried.

"Come on! Wilcat, Ripjaws, somebody!"

"We're trying, but these stupid watches won't let us!" Jen shouted as the watches were still recharging. "All we can do right now is this!"

They pressed the buttons on the Omnitrixes which activated their Omni Suits.

Max glared. "This is a job for a Plumber."

He pressed another button that glowed yellow.

 _"Auto-driver engaged."_

He got out of his seat and walked to the end of the RV.

"Uh, Grandpa?" Ben asked.

Max said nothing as he entered the bathroom.

"Guess when you gotta go, you gotta go," Allison shrugged.

The limo hit the brakes and backed up so that it was behind the Rust Bucket. Then, the two silver knights got out of the car and approached the back of the Rust Bucket, hopping up onto the roof.

As they were engaging, Enoch activated the mask and green beams emitted from the gem eyes to reveal a map, showing the location of the Sword of Ek Chuaj.

"Excellent."

The twins were still trying to activate the Omnitrixes as they glared.

"Come on! Work already!" Ben shouted as they glared.

That was when the bathroom door opened and Max emerged, clad in a very familiar blue outfit equipped with all kinds of gadgets and a red badge.

Jen then removed her Omni Suit's helmet and rubbed her eyes so she could see clearly.

"Uh, Granpda? What's with the fashion show?"

"It's my Plumbers Suit," he explained. "Been saving it for the right time."

He then looked to see the limo driving away from them.

"Like now."

He then opened the front door and saw the limo driving alongside them. He pulled out two magnetic pads and jumped for the limo and slammed the pads onto it, sticking. He then crawled for it as Jen nodded and put her helmet back on with a glare.

"We have to help him!"

"How?" Ben asked as Allison stood up and absorbed the metal from the RV's frame.

Max eyed the mask from the limo's open roofside window, but Enoch was prepared for it. He stabbed his energy sword through the roof, almost piercing Max, who fell off of the roof. Luckily, he was still holding onto the magnet pads and braced himself as he laid his foot against the side of the car.

"Well for starters, saving him from that!" Jen said as they heard a pounding from the roof and saw the Forever Knights were slamming a mace into it.

The other knight swung through the open door and glared at the four kids inside as Gwen sommersaulted under him as Allison glared and whistled.

"Hey! You want a fight, punk!" she asked, cracking her metal-coated fist. "Try picking on someone your own size!"

The knight swung down his energy sword at the teenaged girl, who ducked under it and gave him a strong uppercut to the head as she and the twins glared.

Max was still trying to get his bearings as he struggled to hold onto the pads as the limo rammed into the side of the barrier of the bridge as they crossed it, sending sparks flying everywhere.

The knight inside the Rust Bucket glared as he ran forward, only for Gwen to open the fridge with her leg, sending it slamming into his face, dazing him.

Ben and Allison nodded as Ben gave him swift punch after punch and then finally kicked him in the head as Allison reached for a pot and knocked him out the door, sending him sprawling into the road as he glared after them.

The camera pans up to a road sign saying that Mexico was still 30 miles away.

"Nice shot," Gwen and Ben said to each other as the mace finally formed a hole in the Rust Bucket's roof as they gasped.

Jen immediately ran up and thrust her hands outward, firing a pink energy beam from her hands that sent the knight hurtling off the edge of the Rust Bucket and screaming down into the river below.

Enoch kept stabbing his sword through the roof, trying to stab Max, who kept dodging every one of them before he got an idea.

He attached one of the magnetic pads to the sword, preventing Enoch from getting it out from the roof. He then crawled over to the window and grabbed the mask with the other pad and retrieved it into his grip.

Enoch immediately noticed the trick, but it was already too late. He looked out the window to see Max smirking as he shut the door to the Rust Bucket.

"I got it," he said to the others as the twins removed their battle helmets and sighed.

"That was a close one," they gasped.

Suddenly, a truck came approaching towards them and they were on the wrong side of the road!

Max immediately got into the driver's seat and turned off the autodriver.

"Hold on!" he shouted as the kids got into their seats and buckled their seatbelts, bracing for impact.

Max pressed another button, activating the Rust Bucket's back thrusters, causing them to rapidly pick up speed as the truck approached. Max then gave a sharp turn, causing them to narrowly avoid the truck as it passed them. He then pressed another button and let loose some road spikes from a hidden compartment.

Enoch's limo ran over the spikes, slashing the tires and causing him to careen into the desert ground alongside the road as he helplessly watched the Rust Bucket leave with the mask along with it. He angrily reached into his pocket and produced his phone.

"Send in the bird."

* * *

The Rust Bucket continued speeding along the road until they felt it slow down almost instantly.

"Uh-oh," Jen said, shaking her head.

Max looked down and saw the fuel gauge deplete quickly as the thrusters deactivated and the RV slowed to a stop, the engine giving out a sputter as it died.

"That sucks," Allison sighed.

"You're telling me," Ben said.

* * *

Later, Max was working to fix the RV on a workbench as he threw a wrench outwards at Gwen's feet.

"This is metric," he said. "I specifically asked for a half-inch wrench."

"Sorry, Grumpa," Gwen groaned as the twins and Allison examined the mask as Ben brought it up to his face.

Suddenly, the gem eyes glowed and shot out two rays that revealed something on the ground.

"Not now, Ben," Max groaned.

"I think that you're going to want to see this," Jen said.

Max got out from under the Rust Bucket and examined as the mask revealed what looked like an ancient Mayan temple from centuries, if not millenia ago.

"It's the map to the ancient Mayan temple of Ek Chuaj," he examined. "We need to beat the Forever Knights to that temple."

"Uh, Max, I hate to point out the obvious, but how are we supposed to get there without any form of transportation?" Allison asked.

"Leave that to us," Ben smirked as he and his sister showed their Omnitrixes.

* * *

Stinkfly and Firefly flew through the air as they closed in on a jungle-like scene with Gwen riding on Stinkfly's back, Allison riding on Firefly's back and Max being carried by both of them by one arm each.

"Ben, Jen, can't you two go any faster?" Max asked.

"I am sorry, Grandfather," Firefly said as she flapped her wings as hard as she could.

"We're not used to flying with this many people onboard," Stinkfly groaned.

They then winced as they saw the temple approaching in the distance.

"We must be close," Firefly stated before she looked and saw the Omnitrix beeping as it approached. "Oh no!"

"Brace yourselves!" Stinkfly said as the Omnitrixes timed out, sending the five of them sprawling down into the trees below before they hit the ground with a thud.

Jen groaned as she rubbed her head and Ben spat out some leaves as she looked to him.

"Ben, next time we train, we have _got_ to work on those emergency landings," she said.

"I'll put that as a mental note," Ben said.

Little did they know, the white figure from before was watching them from a clearing as he rushed off to the temple himself.

* * *

They walked through the jungle as Jen and Allison slashed away the vines in their paths with Jen's energy slashes and Allison using her arms that she morphed into blades after absorbing the material from her crystal.

They continued until they approached a clearing where Max gasped once he saw a helicopter with the Forever Knights standing close by at the temple's entrance.

One of the knights pressed an explosive to the temple's door and ran for cover as the knights detonated it, having absolutely no effect.

"Still not open," Enoch said. "Use a bigger charge this time. Idiots."

The Tennysons and Allison nodded to each other as they ran around the temple to its side before they rushed up the steps and stopped at an ancient engraving in the Temple's wall.

"There's always a secret entrance to these temples," Max said, examining the wall.

As he walked towards the wall to examine it, Jen's eyes fell on the mask attached to his belt. She reached down and took the mask as Max felt along the wall.

"Come on, where is it?" he asked before he turned around and saw his granddaughter press the mask to her eyes, gazing at the wall. "Jen, what are you doing?"

"The mask showed us how to get to the temple, Grandpa," she explained. "Maybe it can show us how to get in."

She gazed through the gem eyes, giving everything a green tint as she saw one brick in the wall glowing a different shade than the bricks surrounding it. She then pressed the brick and it caved into the wall, which opened sideways, revealing a secret entrance.

The group then walked through the dark hallway as Jen lit up an energy ball in her hand for a light as she handed the mask to her brother.

"The sword will be in the center of the temple on the lowest floor," Max stated as he walked. "There should be some stairs nearby."

"Stairs?" Ben asked. "Oh man. Where's the express elevator when you really need it?"

They then wandered into the darkness and Max lit a torch from nearby. Unfortunately, he swung it a little too close to his grandson, who was startled and he stepped back, right above a bottomless pit in the room, which caused Jen to gasp.

"Ben!" she shouted as her eyes glowed pink and she shot her hand out.

Ben screamed as his body was engulfed in a pink aura, which lifted him back up as Grandpa shot out his hand and grabbed him, while Allison and Gwen were doing their share as well as they pulled him back, helping to lift Ben back up onto the platform.

"Thanks," Ben said.

"Phew, that was close," Max said as he picked up the mask. "Almost lost the mask."

Everyone's jaws dropped as Max walked off, mask in hand as they looked to each other.

"Okay, can you say 'obsessed?'" Gwen asked.

"Once he gets that sword, he'll be himself again, right guys?" Ben asked.

"We can only hope," Jen sighed, crossing her arms as they followed him down the wooden stairwell in the center of the pit.

"I'm not even related to him and even I'm worried," Allison said, picking up the rear.

"Stay sharp," Max said as he watched his steps carefully. "The ancient Mayans were notorious for setting..."

That was when they heard the sound of wood breaking as Jen held a broken ladder rung in her hand.

"Booby traps?"

They heard a rumbling as they heard the ceiling above start to cave in and large boulders fell from above, demolishing the staircases.

"Move it!" Max shouted as they all hurried onto the platforms.

They hurried down the staircases as fast as they could as the twins tried dialing in their Omnitrixes.

"Come on! Somebody! Anybody!" Ben said as the Omnitrix ignored him.

They continued on until they were on the last platform standing and even it started to teeter out of control as they looked to the doorway up ahead.

"Hold on!" Max shouted as he thrust his arm forward and a grappling hook launched from his wrist and stabbed into the rocky wall in front of him.

The kids grabbed ahold of him as he swung forward on the hook, launching them to the other side of the chasm as they landed in a heap and rubbed their heads from the soreness from the impact.

"Thanks, Grandpa," Gwen said as they looked ahead to see Max was already heading down the staircase at the end of the hall.

"You four coming?" he asked.

"Remember when he made this stuff fun?" Jen asked with a groan.

"I know," Ben said, bowing his head. "I miss the old Grandpa."

"Honestly, I'd eat a whole bowl of dung beetle soup if I knew it would bring him back," Gwen said. "No offense, Allison."

"None taken," she said. "I honestly feel the same way."

At long last, they reached the center of the temple. There was a pedestal with an indenture in it in the shape of the mask and a giant stone door in front of it that had the mask's symbol engraved into it.

"This is it," Max said as he approached the pedestal, mask at the ready.

Suddenly, two pairs of hands shot out and grabbed the kids, pulling them into the darkness.

Max noticed their absence and pulled out his blaster as another torch ignited in the darkness, revealing Enoch, who chuckled mischievously.

"Who says you can't get a Plumber when you need one?" he asked as his knights activated their energy swords, revealing they had Ben, Jen, Gwen and Allison at their mercy.

Max stood shaking, knowing that if he did anything, the kids were done for.

"Without you bringing the mask, we wouldn't have been able to get inside the great chamber."

Max then sighed and tossed the blaster aside as Enoch took the mask from him.

"Now, I believe it's time to toss the garbage."

* * *

Enoch led them back to the chamber with the bottomless pit, where they were at his mercy.

"Legend has it that the Eternal Pit of Despair is bottomless," Enoch said. "Let's find out."

He then ruthlessly pushed the twins into it, sending them hurtling down into the pit, screaming all the while.

"Ben! Jen!" Max shouted.

"Wouldn't want those two to get lonely," Enoch said as he gestured to his guards, who pushed the other three into the pit right after them.

As they fell down the pit, Ben and Jen nodded to each other and activated their Omnitrixes, transforming into Four Arms and Diamondhead respectively as they dug their arms into the walls of the pit, stopping their fall.

They then looked upward to see Max, Gwen and Allison falling after them. Four Arms reached out and caught Gwen and Max while Diamondhead caught Allison with her one free arm.

"Thanks," Allison said.

"No problem," Diamondhead said. "That's what friends are for."

"That's it," Gwen groaned as Four Arms tossed her on his back. "I am _so_ going to band camp next summer."

The twins then nodded and climbed back up the pit with their brute strength.

* * *

Meanwhile, Enoch enacted his plan as he placed the mask into the pedestal.

The door suddenly shifted and swung open, revealing a chamber behind it that had the Sword of Ek Chauj sealed in a shrine in the center of the room shaped like the temple.

"Magnificent," he said. "Bring it to me."

As the guards approached the sword, they heard a sudden growling noise from somewhere in the room and immediately bared their weapons.

Little did they know, a certain white figure snuck his way into the chamber while they were distracted by this.

* * *

Four Arms and Diamondhead finally climbed up to the top of the chasm with a glare.

Max immediately re-fastened his belt and attached all of his Plumbers weapons to it, getting ready to fight.

"Grandpa," Four Arms said as he saw Gwen and Allison practically unconscious from the experience. "I think Gwen and Allison need a second to catch their breath."

"No can do," Max said. "Enoch may already be at the sword."

"Granpda, ever since that alarm went off, that sword is all you've been thinking about!" Diamondhead scolded.

"You four need to keep your eyes on the prize and remember what's important!"

"We _do_ remember!" Four Arms said. "Do you?"

"You seemed to have been more concerned about that mask than you were about your own grandson!" Diamondhead said.

They then sighed as they ran to the sword's chamber where the Forever Knights were being tossed around like rag dolls by some kind of huge monster with purple skin, red eyes and pointed ears. He wears a mask on the upper part of his face and is toothless. He also wears what appeared to be a pair of circular earrings. His clothing consists of a blue ancient Maya garb with yellow lining and a blue loincloth. His bare left thigh, left wrist and knee are covered with linen bandages. He dons a gold bracelet on his right hand and a leg ring on his left foot. Attached to the hem of his sleeves are leaves of some sort. He has a pair of crimson eyes and moves on bare feet with small sharp nails. He has a very long tongue.

"Why does that thing look familiar?" Allison asked.

"It must be Ah Puch, the Mayan god of death and the underworld," Max summarized. "He's the guardian of the Sword of Ek Chuaj."

"Why can't these places ever be protected by like, I don't know, the Guardian of cheerfulness?" Gwen asked. "Is that too much to ask?"

"I think that would make it too easy," Diamondhead said.

"I think we should count ourselves lucky," Four Arms said. "It looks like he's taking out the bad guys for us."

"Ben, Jen, you two keep him occupied while we get the sword," Max said as he, Gwen and Allison ran off, Allison absorbing the stone from the walls as she glared.

Ah Puch finished off laying the smackdown on the knights before he looked to see the others climbing up the steps to the sword.

"Yo, Rat Puke!" Four Arms shouted, catching the Mayan god's attention. "Come and get some!"

Ah Puch glared as he leaped towards the twins.

Diamondhead slammed her fist into the ground, sending a large crystal up, which Ah Puch smashed through as he tackled them into the wall.

Four Arms and Diamondhead laid a smack down on him and wrecked a huge portion of the wall behind them. Four Arms then grabbed a huge stone from the wall and slammed it against Ah Puch, who smashed through it as Diamondhead grew her arms out into blades and threw herself into the fight.

Allison noticed the battle as she glared. "I'm going to go help them!"

She then leaped off of the shrine and ran in to help the others fight Ah Puch.

Max fired his grappling hook on the top of the shrine, but Enoch was ready for him. He attacked with his sword, only for Max to fight back and knock him back down to the below section of the shrine.

Enoch glared, reached for his belt and tossed a bola upwards, which wrapped around Gwen, knocking her down as one of the knights approaching.

"Grandpa!" she shouted.

Max was almost at the sword when he looked to his helpless granddaughter. He looked to the sword, then back to Gwen and sighed. He then turned away and activated the rocket boosters on his boots, tackling the knight, causing his sword to be embedded in the ground next to Gwen, barely missing her. He then thrust his feet outwards, sending the knight flying away.

Gwen looked up as her grandfather smiled and unsheathed a blade from his cuff, which he used to slice through Gwen's bindings, freeing her.

The knight ran up again, but Max smirked as he tossed a few marble-like spheres at him, which detonated, sending him flying again as he turned to Gwen.

"I have _got_ to get a suit like that," she smiled as they ran off towards the sword.

Ah Puch shot his tongue outwards, which wrapped around Diamondhead's arm and he tossed her away right into Allison, sending them both sprawling across the ground.

Max and Gwen reached the top of the shrine, when a shield came flying at them like a boomerang, causing them to duck.

It was revealed that Enoch had tossed the shield as he reached the top of the chamber as Ah Puch slammed Four Arms, Diamondhead and Allison into the chambers and laid the smack down on them as well as Allison groaned outwards.

Enoch then slammed against Max and Gwen, knocking them both outwards as he went for the sword.

"No!' Diamondhead shouted as she helped Allison and Four Arms upwards as she formed her arms into blades and sliced against Ah Puch as Allison absorbed the stone from the ground as she, Four Arms and Diamondhead all slammed against the god mercilessly, sending him sprawling against the shrine, causing Max and Gwen to fall off and land safely right on top of him.

They then looked and saw the situation ahead as the Omnitrixes started timing down as they shrugged.

"We, uh, meant to do that," Four Arms said as the Omnitrixes timed out, leaving the twins in their Omni Suits.

"Not good," Jen said as Max ran up the shrine again to stop Enoch.

Suddenly, Ah Puch recovered as the twins shouted out in fear.

"Grandpa/Max!" they all shouted as they ran off, Jen firing energy bolts all the while as they ran off in fear.

Max then shrugged and tackled Ah Puch, getting him into a headlock.

"How about you four ground old beak face!" he suggested as Ben, Gwen and Allison got behind his legs and pushed as Jen ran further behind and fired a pink energy wave from her hands, sending him sprawling downwards into the ground.

"The sword!" Allison realized as they looked to see Enoch pull the sword out of the shrine.

"Enoch!" Max realized.

"At last! The ultimate weapon!" Enoch shouted, raising the sword into the air. "The world shall kneel before me!"

...This moment was short lived however as a few seconds later, the sword crumbled into dust before their very eyes.

"Whoa..." Ben said. "What just happened?"

Max then chuckled and started laughing hysterically at the sight before him. "Guess that's what happens when your 'ultimate weapon' is 5,000 years old!"

Enoch pathetically tried to bunch the dust together as the entire temple started to rumble and shift around them, rocks falling all around them.

"Think that sword was booby trapped?" Allison asked as they ran off back towards the entrance as they saw Enoch.

"Enoch, you have to get out of here!" Max shouted.

"Grandpa, we've got to go! He'll find his own way out, he always does!" Jen shouted as Max nodded and they immediately ran out of the temple, leaving Enoch behind.

* * *

Once they were outside, they witnessed the entire temple cave in as they sighed.

"Well, that was quite an adventure," Ben smiled as he and his sister took off their battle helmets and held them underneath their arms.

"I don't know about you but I could sure go for some dung beetle soup," Max said. "It's even better reheated you know."

"Not a chance, old man," Allison stated as they all had a good laugh at that.

"Glad to have you back, Grandpa," Jen smiled.

"Thanks, guys. And I'm sorry for how I treated you today," Max said. "You know, I think it's time to put away the old Plumber suit."

"Because you finally found the Sword of Ek Chuaj?" Gwen asked.

"That and it's giving me a really uncomfortable rash," Max said, scratching at the suit.

"So how are we going to get back?" Ben asked.

"Sorry, but there's no way I'm flying Insectoid Airlines again," Gwen said.

Jen then shrugged and looked towards the helicopter that the Forever Knights had left behind. "Grandpa, you wouldn't know how to fly a helicopter would you?"

Max smiled and soon after, they departed in the helicopter.

* * *

However, from down below, the white figure from saw them depart with a nod as a portal opened behind him and out stepped a familiar warrior.

"Kratos," she said with a smile as he turned towards her, got down on his knee and presented a familiar sword to her. "A job well done as always."

"The Sword of Ek Chuaj, as you requested, my Queen," he said as she took the sword.

"I knew that the decoy sword that I had Bismuth make would come in handy someday," she said with a smile as she examined the sword before placing it in a sheath.

"What are you going to do with it now?" Kratos asked.

"Nothing," Scarlett said. "This is going straight to Warehouse 10 where it belongs. It's far too dangerous to be used by me or anybody for that matter."

"Are you going to tell Max Tennyson about this?"

"I don't see the need," Scarlett said with a sigh. "It's not like he's going to see it again and he believes that it's gone for good. I believe it's best that he thinks that it's lost."

"Understood," Kratos said as she gestured to the portal.

"Let's go," she smiled as they walked towards the portal. "I've got a slew of new recruits for the royal guard and it's your turn to train them for duty."

Kratos nodded as they walked through the portal back towards the kingdom of Cinnibar. Once they entered, the portal closed behind them.

* * *

 **Next time on Ben and Jen 10:**

 **Tough Luck**


	21. Tough Luck

In a prison cell, two young women walked through the halls, prison guards were getting tossed around left and right like ragdolls in a puff of purple smoke and explosions.

From out of the smoke stepped a young woman with a stern look on her face. She wore a magenta coat with purple at the ends, underneath she wore purple long boots with black straps around them. She also had long silver hair in a low ponytail, with two strands of hair out and light purple and pinkish eyes, along with purple lipstick. She wore a brown magical charm bag around her waist.

Her sister, who was about two feet taller than her had a much darker look. She shoulder-length white hair with a black spiked headband. She wears a black choker around her neck, a white charm bag, a black top with a purple sweater over it, a magenta skirt, grey leggings and black boots.

The older sister nodded to the younger one with a determined look.

She reached and pulled a glowing orb out of her charm bag with a glare as she tossed it to the side, resulting in an explosion that sent the guards flying back.

One of the guards tried to close the door on them, but they caused several dents in it before blowing it open effortlessly as they glared before she approached the prison cell that she smirked at as the older sister put her hands together as they glowed a bright magenta.

 _"Fallum Quarca Daminigan!"_ she chanted.

As her hands touched the door, it blew off of its hinges and she walked in to see someone else.

"Enchantress, Charmcaster" a familiar voice from the end of the room in the darkness rang out. "I've been waiting."

"Hey, major jailbreaks aren't exactly easy to pull off, you know," Enchantress said, crossing her arms.

"You will show me respect, my dear nieces," said a voice as he turned to reveal Hex. His eyes glowed yellow in his anger. "Or you will suffer the consequences."

"Yes uncle," Charmcaster said, fearfully as they bowed their heads.

"My staff!"

Charmcaster reached into her bag and produced her uncle's staff with a fearful look. "The magic must have drained out of it or something. It doesn't work. But I swear, it's not my fault."

Hex glared as he shot his hand out and the staff immediately flew into it.

"Its powers _can_ be brought to life only in the hands of a master magician like myself," he said as he shot his hand out and a golden beam of light shot out of it towards the two sisters, which split in two to hit the guards. "Now to find the Keystone. The moment of alignment is nearly upon us.

He then fired his staff towards the wall, breaking it open before he and his niece stepped on the destroyed door.

"Once I have completed the ritual and gained its powers, I shall take my revenge on the ones who imprisoned me in this festering sewer!"

He then used his telekinesis on the door, allowing them to float out of the hole and into the night sky as the guards looked helplessly after them.

The camera zoomed to pictures of Lucky Girl and the Scarlet Warrior on the wall with darts in them.

* * *

Elsewhere on a highway bridge in the Nevada desert, a retirement bus was hanging precariously off of the edge, dangerously close to falling. The senior passengers inside were panicking before they felt a sudden jolt on either side.

They looked behind them to see Four Arms and Allison, who had absorbed the bumper's metal, pulling back on it with a shout as Battlefly was out front, pushing with all of her might towards the front of the car as her brow broke out in sweat. She was clearly not used to the heavy work in this form.

Once they had set the bus back safely on the bridge, Four Arms broke the back door off and gazed at the senior citizens within.

"It's okay, everyone. Everything's alright now," Four Arms said as he started to walk away with Allison giving an "ahem" to him while nudging him, gesturing to the passengers.

"So, you're not gonna help us off, Mr. Male Omni Twin?" an old man asked as Battlefly flew up towards him. "Who raised you anyway."

"Sorry about that, everyone," she said, flapping her wings as she went up front. "He got all the stubbornness."

"Oh, be a dear and carry me, would you?" an old woman with a walker asked. "My bunions are killing me."

"Your bunions, my butt!" another old woman asked. "My new hip is killing me! I'm first!"

"Why did I come along again?" Allison asked as Battlefly and Four Arms got to work in helping the seniors out.

Back in the Rust Bucket, Gwen sighed as she was on her laptop, researching magical artifacts and wizards like Stonehenge, dream catchers, charm bracelets, etc. before she looked at her old Lucky Girl mask.

"Lucky Girl," she sighed. "I wish you were more than just another Halloween costume."

"Ugh," Ben sighed as he, his sister and her friend walked inside with a groan. "Sometimes this hero stuff gets way old."

"Hey, now that the Omni Twins are public knowledge, it's kind of our duty to help them," Jen sighed. "As much as I hate it sometimes."

"You should be proud of yourself, guys," Max said. "Those folks would've been in a real pickle without you three."

"I know," Ben said as Allison went to the kitchen to help cook dinner.

"It's just that we would like just one regular summer day where we can just sit back and do nothing," Jen said as she sat down next to Gwen with a sigh as she looked at her Omnitrix. "It just feels like these things are both a blessing and a curse."

"Jen's right," Allison said. "I would like a day where we could just relax, like Gwen."

Gwen then shot up and glared at them. "You three should appreciate that your powers are permanent. I only got to be Lucky Girl for a few hours."

"Really, was that it?" Ben asked as Jen sighed.

"No offense, cuz, but with all the bragging you did, it felt like weeks," Jen said as Gwen angrily tossed a pillow in her face. "And unless I'm mistaken, it was your choice to destroy those charms in the first place. If you hadn't you could have the power those charms had and you'd be able to help us all the time."

Gwen then sighed and laid her head down in disappointment, knowing her cousin was right.

"The worst part of that whole bus thing was when those old grannies wanted us to go with them to some boring magic convention in Las Vegas," Allison sighed. "As if."

That was when Jen and Gwen's eyes widened in wonder. "Magic convention?"

* * *

Somewhere in the desert, a fire was set as Hex, Enchantress and Charmcaster stood by it as Hex chanted a spell.

 _"Darkara Dorokey Aghosto!"_

From out of the fire, an image formed in the shape of what looked like one of the Charms of Bezel.

"Keystone of Bezel, reveal your location to me!" he shouted.

That was when the Keystone's image stopped to reveal what appeared to be a map with a glowing dot revealing its location.

"Well, it was nice seeing you again, uncle, but we're out of here," Charmcaster said with a nervous chuckle before she and her sister started to walk away before a blast occurred at their feet as Hex glared with his eyes glowing yellow.

"You two may leave my service only when I say you can!" Hex commanded.

"Yes, uncle," Enchantress said before looking to her younger sister with a smile. "Think about it. If he succeeds, then we can take the charms and the power for ourselves! We'll be able to do whatever we want!"

"But does that mean we have to hurt people?" Charmcaster asked. "That's not what I want."

"We don't have to hurt people. We can just make a living for ourselves with everything we can achieve!"

"I suppose you're right."

* * *

In Las Vegas, the gang had parked outside Caesar's Palace, where the magic convention was taking place. They stepped inside the hotel, looking at the wonder and excitement that was going on as they passed by Gordon Ramsay's Hell's Kitchen restaurant in the hotel where a familiar figure in a red dress and sunglasses was sitting and dining with a friend.

She had a very tall slender sexy look with long black hair in a high ponytail with a red ribbon running through it and blue eyes behind a nice pair of black reading glasses. She had quite plump breasts with a golden amulet around her neck and a black bodysuit with gold lining around it as she sighed at her as she cut into her roast duck.

"Remind me again why I agreed to come with you?" she asked.

"Because, I'm your queen and you do as I say. Plus you're my head sorceress and this concerns magic, Bayonetta," she said as she sighed.

"Yes, Queen Scarlett," she sighed. "Now, what's the purpose of our mission?"

"Somewhere at the magic convention that's taking place here today lies a very important artifact known as the Keystone of Bezel, which holds the power to magnify its holder's abliities by tenfold. When I first came to this dimension a month ago, Gwen Tennyson destroyed the Charms of Bezel, which are directly connected to this Keystone. Now, there's going to be a solar eclipse that's happening over the United States today. If this stone is used for the Ritual of Bezel at the highest peak during the right moment of the eclipse, the charms can be recreated. There are some sorcerers in this dimension who know about this and will stop at nothing to achieve this goal. It's our job to make sure this doesn't happen," Scarlett stated, folding her arms. "And in the event that it does, we have to make sure that we get the charms back ourselves and bring them back to to the Mystic Isles so that they can never fall into the wrong hands again."

"As long as the mission isn't boring," Bayonetta sighed as Scarlett picked up the check and laid down her credit card before she looked over her shoulder to see the Tennysons and Allison walking towards them.

"Oh come on! Why is it that whenever I come here I always run into these guys? And it looks like they have a new friend traveling with them too."

"Should you introduce me?"

"Not until we're absolutely sure that they need us," Scarlett said as the waiter brought her card back and they followed them towards the magic convention.

At said convention, they looked towards the stands and saw magic acts with cheap card tricks, connecting rings, and LARPers playing Dungeons and Dragons at a table. Needless to say, nothing impressive.

Gwen groaned in disappointment as she looked at the banner overhead. "Magician of the Year Expo? It's just a bunch of cheap junk and gross-out tricks! I thought it was going to be _magic_ magic. Not cheesy magic."

Ben then scoffed as he looked at the bin as his sister walked over to him with a sigh.

"You what I don't get about you, Ben? You know for a fact that magic exists. You've seen it for real, you've been in the presence of powerful sorceresses like Scarlett and Hex and yet you just scoffed at Gwen's disappointment," Jen said with a smirk on her face.

"True," Ben said as he sighed. "But it's still hard to believe."

He then looked through the cheap gags with a sigh.

"Hey, look, fake bugs in ice cubes, fake barf, fake dog puke!"

"Yeah, we get it, Ben," Max said. "Still, as long as we're here, we might as well look around."

Gwen nodded in disappointment as the camera positioned back to Scarlett and Bayonetta walk in and sighed when she shook her head.

"This is where this Keystone is? At a poser convention? Are you serious?" Bayonetta asked as Scarlett sighed.

"I don't get it. My magic sense has never been wrong before," Scarlett said. "It has to be here, but it doesn't look convincing from first glance. We'll find it here."

"You'd better be right about this," she said as she clutched at her belt with a sigh. "It's a pity that I'm not allowed to use guns in hotels."

"If something bad goes on like I think it will, I think the guards will be willing to make an exception. Besides, it's not like anyone's going to find out, right? According to all known governments outside my dimension, we don't exist. We're ghosts."

"You're right," Bayonetta said.

* * *

They walked over to the Magic Jewels section where they examined the selection of jewels with the shopkeeper reading a book as Gwen walked up.

"I don't suppose you have any _real_ magical artifacts?"

"What you see is what you get, honey," the shopkeeper said.

Gwen gazed over the selection to see a blue and gold bracer with a familiar looking red and black keystone in it that shimmered before her eyes. She then slipped it on with a smile as she looked to the shopkeeper.

"I'll take it."

"Gwen, you find something you like?" Max asked as he and the others walked over.

"Yeah, it kind of reminds me of..." Gwen said before they heard a screaming outside as a helicopter was smoking with an escape artist in a straight jacket dangled from a rope.

"Help!" he shouted as the others ran out as they examined the case as they walked outwards with Scarlett and Bayonetta not far behind.

"Something tells me that's not part of the act," Max said as they looked towards the twins.

"I know, I know," Ben said. "Hero time."

"Let's do it," Jen said as they ran off.

"Should we help them?" Bayonetta asked.

"Not yet!" Scarlett said as they too ran off in the other direction.

The helicopter careened out of control and severed some powerlines as it crossed them as the escape artist dodged them in fear as Stinkfly and Firefly grabbed onto either side of the helicopter, trying to stabilize it.

"Everything's under control!" Stinkfly shouted as the tail fin of the helicopter broke off and was sent spinning down towards the crowd as Firefly gasped.

"Never say things like that under these conditions, brother!" she shouted.

Scarlett and Bayonetta looked as the tail blade spun towards them as Bayonetta reached for her guns.

"Now?" she asked.

Scarlett glared as she nodded. "Now."

Bayonetta nodded as she fired her guns and that hit the fin dead on, slowing it, but not nearly enough.

The blade was spinning right in Max's path as Gwen and Allison gasped and Gwen sprung into action.

"Grandpa, look out!" she shouted as she went flipping off the cards as Allison gasped in awe at this. Suddenly, the bracer around her wrist suddenly glowed and she tackled Max out of the way.

"Gwen, how did you do that?" Max asked as she looked at her wrist and smirked.

"Just lucky, I guess," she said before running off.

In the sky, Stinkfly and Firefly were hanging from the helicopter as they tried in vain to stabilize it.

"Do something!" Firefly asked him as Stinkfly nodded and spat out his go from his mouth on one side and attached to the helicopter before he fired more from his eyestalks that slimed the building on the other side, creating a web that caused the helicopter to be stuck to the buildings.

"Hold on just a few seconds longer!" Stinkfly shouted as the fire burned through the rope, breaking it.

The escape artist screamed as he plummeted to the ground with Firefly diving after him, trying to close the gap.

"Not good!" she said.

That was when Gwen, dressed in her Lucky Girl suit, ran up onto a car and backflipped onto a bus and then shouted out as she jumped off and caught the falling escape artist before bouncing off an awning and landing safely on the ground as the twins flew down as Allison ran up to them, shocked at what she just saw her friend do.

"Lucky Girl?" Firefly asked.

That was when the crowd cheered out as the Omnitrixes timed out and the Omni Twins stood next to them as the crowd cheered at their heroics before Lucky Girl turned to them.

"Don't you two even start with me about cramping your superhero style."

"Hey, we're just finally happy to get some backup," Ben said. "We need all the help we can get in this business."

"But how'd you get your Lucky Girl powers back?" Jen asked as their cousin smirked.

That was when Scarlett and Bayonetta looked from beyond and nodded.

"We'll be seeing you again soon, Lucky Girl," Scarlett said with a bow as they took their leave.

* * *

Gwen looked at her bracer and looked up the gem in the middle with a glare as the group gathered around her.

"It looks like it's one of the Charms of Bezel," Gwen said.

"That's impossible," Ben said. "You destroyed all of those charms in that cemetery in New Orleans fighting that Hex creep. That was when Scarlett took the spellbook and left."

"I thought I did," Gwen said, remembering the event. "But this is the legendary lost Keystone. It's rumored to increase ten times the powers in scale of the one who possesses it."

"Well the legend seems to be fact, not fiction," Max said.

"I can't believe it," Allison said in awe. "Magic's real."

"You are _so_ lucky," Jen said.

"It's not luck," Gwen smirked. "It's magic."

* * *

The group watched a magic show going on at the Expo as they applauded the tricks they were seeing while Gwen and Jen looked unimpressed at it.

"And remember," the emcee said, walking onto the stage. "The Best Magician of the Year will be found in just a few hours during the solar eclipse. Now, please remember today's contestant, The Amazing Alan!"

Smoke appeared from the stage as Alan stepped out and revealed a magic box as Scarlett and Bayonetta stood in their disguises in the crowd, as Bayonetta whispered to her queen.

"You need that keystone, right?" Bayonetta asked.

"Yes. Gwen doesn't know what she's doing with that thing," Scarlett said. "It's something that's far too dangerous in the wrong hands."

"For my first trick, I'll need a volunteer!" Alan said.

Gwen looked to her side and saw Ben step out with a smile, startling Alan as he waved to the crowd.

"Ben Tennyson, at your service!"

"What's he up to?" Max asked.

"Improving the act, I'd say," Jen said with a smile.

Alan then placed Ben in the box. "And boy goes in. But what comes out will amaze and surprise you."

"They won't be the only ones," Ben smirked as Alan closed the lid and locked it.

"Abra kadabra!" he said as a green light glowed from within the box and it started shaking as Wildmutt jumped out of it and landed at the crowd, startling Alan as the crowd, including Jen and Allison cheered and whistled at the trick while Max and Gwen stood unimpressed.

That was when the glass roof of the ceiling melted and a red cloud of smoke flew in and exploded, sending Wildmutt and Alan back as Hex, Enchantress and Charmcaster stood there, glaring.

"Hex!" Jen and Gwen gasped as the crowd screamed.

"Hey, wait your turn, pal," Alan said to Hex. "You're ruining my act!"

"I have no time for amateurs," Hex glared as he used his telekinetic magic to levitate Alan and send him flying into Wildmutt with a glare. "Give me the Keystone of Bezel!"

"You'll have to find it yourself, bub!" Jen asked.

"If it's magic you want, it's magic you shall have!" he shouted as he activated his staff and several explosions rang out across the ground as the crowd screamed in terror and dispersed away as Scarlett and Bayonetta nodded to each other and backflipped away, shedding their disguises.

Bayonetta dodged an explosion by a hair's breadth and time seemed to slow to a crawl around her as she gasped outwards and reached for her guns as she fired at Bayonetta and hit him, sending him flying back as Max, Gwen, Jen and Allison stood by each other as Scarlett ran by her.

"Hex is up to his old tricks again," Max realized as Scarlett smiled.

"Hello, my friend. We meet again," Scarlett said.

"What are you doing here, Scarlett? I didn't call you," Jen said.

"For the same reason that Hex is here. That Keystone," she said, pointing at Gwen's bracelet.

"You'll have to explain why later. For now, this looks like a job for Lucky Girl," Gwen said as she ran off and Bayonetta dodged Hex's magic blasts before sending out spells from her hands as well, countering them as well.

Scarlett then nodded as Bayonetta ducked behind her and she activated her shield and blocked another one of the blasts from Enchantress' hands.

"I'm the Scarlet Warrior by the way," she said as she shook Allison's hand. "But call me Scarlett."

"Allison Levin," she said.

"Everyone, this is Bayonetta, my head sorceress," Scarlett said as Bayonetta bowed to them from behind the shield. "She's the Scarlet Army's head of magic strategies and battle."

"Another magician?" Jen asked.

"Please," Bayonetta said with a sigh. "I prefer witch."

"A real life witch?" Jen asked in awe as she smiled.

"Don't fangirl with me, m'kay?" Bayonetta asked as she pulled out a whip with a snake's head at the end.

"Give me the keystone or I will destroy you all!" Hex shouted.

"You forgot to say 'pretty please!'" Lucky Girl shouted as she leapt onto the stage with a glare as her bracelet glowed in the light.

"The keystone _and_ Lucky Girl?" Hex asked before chuckling. "How convenient?"

That was when Wildmutt ran in and tackled Hex and started knawing at his staff as Jen glared at Enchantress, who glared at her as she braced herself.

"I don't know who you are, but you're about to become cat food!" she shouted as she slammed her Omnitrix core down.

Her blood vessels pumped abnormally before they travelled up to her eyes and when she shot them open, her sclera turned green and her pupils contracted into feline slits. Her body started cracking and snapping as her mass built up to that of a teenager and her skin erupted in pink fur with blue stripes. Her hair grew longer into a mane-like state. She rose to the camera and her teeth sharpened to fangs and her face pushed out into a anthro feline muzzle and then the camera shot to the rear view as a long pink and blue striped tail shot out of her spine. She rose her arms up, shot out her claws from her hands and slammed them against the ground and gave a mighty roar like the tigress she now was as the transformation ended.

Wildcat growled and snarled at Enchantress as she tackled her off the stage as she bore her claws at her and dodged the spells that she released from her hands. She then dodged the magic beams from her eyes as she growled and scratched at the sorceress.'

"Charmcaster! Do something!" she shouted.

"Yes, Enchantress!" she said as she bowed. She then unzipped her charm bag and tossed some grey magic disks out and hit Wildmutt in the face with a glare, distracting him as she glared.

Hex then glared and fired yellow magic beams from his eyes that blasted Wildmutt back and sent him sprawling into his sister, sending them crashing into a magic booth.

Lucky Girl then tried to sneak up behind Charmcaster, but she was ready for her. She then threw her disks at her again, sending her flying back before she was hit by a magic blast herself as she glared.

She then saw Scarlett glaring with her hands smoking as she reached and grabbed her sword.

"You'll pay for that," she said as she tossed her disk away and tossed a magic disk at her that increased in side as it rolled towards Scarlett as she gasped and gave out a punch to it that pushed it back slightly before she gasped out with all her strength as Bayonetta ran towards the disk.

She then leaped upwards and landed a strong kick against the disk that sent it sprawling away as she glared.

"You are _so_ dead!" Bayonetta said.

Enchantress flew up to help before Lucky Girl laid a hard kick to Enchantress that caused her to slide back and she glared as Charmcaster ran to her sister and helped her up.

"If you're paling around with Hex, you're no friends of mine," Lucky Girl said.

That was when Hex grabbed her arm with a glare.

"There are two kinds of luck, child," he said. "Let me show you the bad kind."

"Guess what," Lucky Girl said with a smile. "I'm not just lucky anymore. I'm totally kick butt!"

She then grabbed Hex and flipped him downwards onto his back, causing him to groan out as he stood up and glared at his rival.

"Even with your new powers, you are no match for a master magician! Now give me the Keystone!"

As he was monologuing, he failed to notice as Wildcat and Wildmutt pushed a speaker from the stage down on top of him with a glare.

He gasped as the speaker landed on top of him.

"Finders, keepers, skull face!" Lucky Girl shouted.

"And losers, weepers?" Enchantress asked as she reached into her pouch and tossed out some brown and pink marble figures at the group's feet.

"Is that the best you got?" Lucky Girl asked.

That was when the figures started glowing before they grew into large stone canine beasts in front of them as Scarlett and Bayonetta landed in front of Lucky Girl with a glare.

"Then again, that's pretty good."

The beasts growled as Scarlett lit her hands up in flame. She tossed fireballs at them with a glare before she fired a kick at one, sending it off as Bayonetta engaged in battle with the other one, cracking her whip at it with a glare.

"Back! Back!" she shouted.

The beast growled as it was hit by the whip with a glare before Bayonetta sighed and backfipped against its claws before she turned into a puff of bats with a burst of smoke before reforming and summoning an iron maiden that opened on its own. She then kicked the beast into the iron maiden and snapped her fingers as the maiden closed and exploded in a puff of smoke.

Wildmutt and Wildcat ran in and tackled Enchantress and Charmcaster with a glare as they fought off of them with a glare.

"Get off of me, dog breath!" Charmcaster shouted as she summoned a totem from her charm bag that sent Wildmutt off of him.

Wildcat snarled and nipped at Enchantress' neck as she glared.

"I've always hated cats!" she said as she landed a magically charged punch at her and sent her flying into her brother again.

"See you around, fido," Charmcaster said as she tossed some brown marbles at their feet that exploded outwards, sending them crashing down into the stage's basement.

Allison got the better of them, however, and tossed the speaker into the sisters again with the strength she gained from absorbing the metal from her bullet, knocking them out.

"ENOUGH!" Hex shouted out as Max ran up and he sent out a telekinetic blast from her staff that caught them off guard, sending them all back through the stages' curtains and out the back door into the hotel's botanical gardens and hedge maze.

They almost instantly got up as Scarlett hoisted herself onto her feet with her sword with a glare.

"Where are the twins?" Max asked.

That was when they saw Charmcaster's marble figures roll towards them as Scarlett sighed.

They ran away from the stone beasts with a shout as Scarlett and Bayonetta fired their magical blasts back at them as they shrugged them all off.

"Split up!" Scarlett shouted.

They nodded as Scarlett and Bayonetta split up at the sides of the maze as two of the beasts followed them and Gwen and Max split up and hid behind a corner as the beast ran right by them.

* * *

Bayonetta glared on her end as she hid behind a corner as the beast ran by her.

She then ran up to him and kicked out as she fired the guns that were strapped into her boots that blasted the beast against the wall. She then glared as she brought out her sword, jumped up and sliced the beast into tiny chunks of stone that rained down upon her.

She then sighed, flipped her hair and took out a lollipop.

"I've taken on angels, demons and sages with powers the likes of which you can't possibly imagine. You magicians are mere childs' play."

* * *

Scarlett engaged her beast head on as she flicked her wrists and summoned her sword and Keyblade.

"I am _so_ not in the mood," Scarlett said as she twirled her blades as the beast leaped at her before she blocked it with her sword and then whacked her with her Keyblade as she gave out a war cry towards her opponent as she shot out heat beams from her eyes that blasted it to bits as she dusted off her shoulders from it.

"Now to find Hex," she said as she ran off.

* * *

Speaking of which, Hex and his nieces appeared in a puff of smoke that rose from the hotel and they walked forward.

"Circle around and drive them to me," Hex ordered as his nieces bowed.

"Yes uncle," they said as they ran off in opposite directions.

Soon after, everyone was taking off around the hedge maze, racing around to avoid the beasts.

Max soon came to a dead end as the final stone beast came towards him with a glare... until the twins got in the way and destroyed him with a single punch each. It was at that point that the Omnitrixes timed out.

"Are you two okay?" Max asked.

"Yeah, we're fine," Ben said.

"Where's Lucky Girl?" Ben asked.

* * *

Said heroine was wandering through the hedge maze along with Allison when she heard a rustling on the other side of the wall she was next to.

"Okay, Hex. Time for a surprise party," she said as she landed right on top of... Charmcaster, knocking her charm bag away as she picked it up. "Not so tough without your bag of tricks are you?"

Charmcaster than scrambled away from Lucky Girl in fear as she held her hands up and gulped. "I'm sorry! I didn't mean to hurt anybody! I my uncle made me do it, I swear!"

"Why should we believe you?" Allison asked as she tore through the shrubs with her blade arms as she dissolved her armor.

"My name is Charmcaster. The other girl is my older sister Enchantress. We're Hex's nieces. You know what he's like. I can help you!" she said.

That was when they saw one of the hedges on the opposite side burst into flames as a hole appeared to reveal Scarlett with smoke emanating from her hand as she crossed her arms.

"I'm a pretty good judge of character," she said as she put her hand to Charmcaster's mind before she closed her eyes and opened them again to reveal they were glowing as she saw the images flowing through her own before she stumbled back. "I don't think she's lying."

"You're telling the truth?" Allison asked.

"Yes," Charmcaster said, bowing her head. "I can help you! Hex wants the Keystone of Bezel. It's in your bracelet."

"Duh, I know that. He wants it to magnify his power by tenfold," Lucky Girl said.

"Actually, there's more to it than that," Scarlett said. "If he performs the Ritual of Bezel with the Keystone at the highest point during the eclipse, he can recreate all the other charms you destroyed."

"Making new friends, Charmcaster?" said a familiar voice as Enchantress walked towards them.

"Stay away from her!" Charmcaster said as she sighed.

"Relax... I don't think that I'm doing anything with this lady by me," she said once Bayonetta stepped out with a gun pointed to her.

"Be a good girl," she said as Scarlett nodded to her.

"Just what I hate... traitors!" Hex shouted out as he faded through the hedge bushes and revealed that he was levitating the twins and Max.

"Guys!" she said as Scarlett, Bayonetta and Allison prepared.

"I won't let you do this, uncle!" Enchantress said as she took her bag back from and pointed it towards her uncle.

Small stone bat creatures flew out and grabbed Hex by his cloak and hood and carried him into the air, causing him to lose his focus as Ben, Jen and Max hit the ground.

"What?! Enchantress! Charmcaster! How dare you betray me!"

The bats then carried him away before dropping him into the nearby swimming pool.

"I guess you two are legit," Lucky Girl said.

"Now let's go finish the job before Hex can dry off!" Jen said, cracking her knuckles.

"Our uncle is going to be real mad at us, isn't he?" Charmcaster asked.

"Good point," Allison said. "Family comes first."

"Then Enchantress, you go with Grandpa, Allison and the witch," Ben said.

"Me, my cousins and Scarlett will handle your uncle," Gwen said. "We can take care of your sister."

"Oh thank you!" Enchantress said as she took Lucky Girl in a tight hug. "Thank you! I could never forgive myself if anything happened to my sister."

"No time to waste!" Scarlett said as she set off at a pace as she ran along with the twins, Gwen and Charmcaster running alongside her.

"Is it me or was that a bit weird?" Lucky Girl asked.

"You're a superhero now," Ben said. "Trust me, people act weird around us."

"How do you think I feel being in charge of an entire kingdom?" Scarlett asked. "I have thousands of people depending on me to provide for them. Almost everybody I know treats me differently from everyone else."

"So this is what being good feels like," Charmcaster said as she ran alongside them. "I think I like it."

They arrived at the swimming pool to see Hex rising from the pool on a waterspout as Scarlett summoned a bow and aimed it at him before charging it with energy.

"The watches are still in the red," Jen said. "Ben's going to have to wait."

"We can't wait!" Lucky Girl said as she jumped up... before falling directly to the ground.

Jen glared as she fired an energy blast at Hex, which he tilted his head to avoid as Scarlett fired her arrows at him, which he dodged with his telekinesis. Charmcaster glared as she readied her charm bag.

"Give me the Keystone!" Hex shouted as he used his telekinesis and levitated Gwen over and he grabbed her arm... only to find nothing in the bracelet.

That was when he was hit by a triple whammy by Scarlett's magic-charged arrows, Jen's energy blasts and Charmcaster's small discs.

"We will see each other soon and finish our business then," Hex said as he vanished in a puff of red smoke.

"Well that was weird," Jen said as Lucky Girl looked down and gasped in horror.

"The keystone! It's gone!" Lucky Girl gasped.

"Enchantress," Charmcaster realized as she sighed. "She always was the black sheep of the family."

That was when Allison and Bayonetta ran over with a gasp as Scarlett glared.

"I tried to stop her," Bayonetta said, clearly annoyed. "But when I realized she had the Keystone it was too late."

"It's not your fault," Scarlett said, putting her hand on her friend's shoulder. "She had us all fooled. It could've happened to any of us."

"It doesn't matter now," Jen said. "She and her uncle are going down. No offense, Charmcaster."

"None taken," she said. "All that matters is that we stop them."

* * *

"Playing innocent was genius, my dear," Hex said as Enchantress bowed her head to him. "But you should've informed me first."

"Yes, uncle," Enchantress said. "It was actually Charmcaster's idea to come up with the plan to help them, but apparently, for her it wasn't an act. She was always the weak one."

"No matter," Hex said as his niece handed him the Keystone. "Soon I shall have enough power to destroy all my enemies and rule the world!"

* * *

Scarlett and Bayonetta helped Max to his feet as they laid him against the Rust Bucket and he sighed.

"I turned my head for just a second and 'wham!'" Max said. "When I came to, Enchantress was gone."

"All that 'My uncle made me do it' stuff was just an act!" Lucky Girl said with a glare as she shot to Charmcaster.

"She's innocent, Gwen," Scarlett said. "I read her mind, I found absolutely no wickedness in it."

"It's true!" Charmcaster said, putting her hands up. "I had nothing to do with Enchantress' deeds."

"She needed to get close enough to me to steal the Keystone," Gwen said as she took off her mask with a sigh. "Some hero I turned out to be."

"Right now, all you should care about is how to stop Hex and Enchantress before they recreate all those other charms," Jen said.

"Wait, Scarlett," Ben said. "You said that the ritual had to be performed at the highest peak during the eclipse."

"And the highest point around here is..." Gwen said as they looked up to the replica of the Space Needle.

* * *

Hex and Enchantress glared as they leaped towards the Space Needle before landing on it as some tourists came up the elevator to the top.

Hex glared at them and pointed his staff at it as one of the tourists immediately hit the button again, closing the elevator doors as Hex sealed them shut with a heat beam from his staff.

"I do _not_ want to be disturbed!" he said.

"Yes, uncle," Enchantress said.

They looked up to see the moon slowly move behind the sun. The Keystone began to glow in Hex's hand and he glared at the eclipse and began to chant.

 _"Barban Hextida Zerzam!_ _Barban Hextida Zerzam!"_

The Keystone was enveloped by a glow and floated to the top of the radio tower: the highest peak in Vegas.

Down below, the Rust Bucket drove up as Scarlett and Bayonetta appeared next to it through a portal while Charmcaster appeared in a puff of smoke as they looked downward.

Everyone got out of the RV as they grouped together and watched the eclipse forming in the sky.

"We're running out of time," Max said. "The eclipse is still a few minutes away."

"Okay, I have a contingency plan," Scarlett said. "Bayonetta and I are strong enough to stop him should he succeed. You guys take on Enchantress. Then Bayonetta and I take the charms back home to Cinnibar where they can't be used to harm anyone ever again."

"Guess it's up to you five," Gwen shrugged as Allison stuck her hand out and absorbed the metal from the Rust Bucket in preparation.

"I don't know," Jen said. "We'll still need some help. You still feeling lucky?"

"What can I do without my powers?" Gwen asked.

"Hey, you never needed powers to help us before," Ben smiled.

They then looked to see the security guards swarming around in fear as the tourists from before got out from the bottom of the elevator as they sighed.

"Elevator's out," Allison sighed. "Now what are we going to do?"

"Easy for Stinkfly," Ben said as he pressed his Omnitrix and tried to transform only to find that it was still charging. "Oh man. The stupid watches aren't working yet."

"But that window washer's platform is," Max said as he pointed to it as the washer ran away.

"You guys take that," Scarlett said as she looked up. "But for the ones of us who can fly on our own..."

Bayonetta transformed into a crow, Scarlett transformed into a red eagle while Charmcaster started levitating on her own power.

"See you guys up top," Charmcaster said as she and the others floated up while Max ran for the platform.

Ben and Jen smirked.

"And we have an idea for our own rides," Jen said as the twins ran into the Rust Bucket while Allison waited outside for them.

"What are you waiting for? Go to Max," she said.

Gwen nodded as she ran for the platform as well.

* * *

 _"Barban Hextida Zerzam!"_ Hex chanted as he and Enchantress looked on as the Keystone started giving out energy sparks.

That was when they heard a whistle as Scarlett and Bayonetta transformed back and aimed their weapons at him with a glare while Charmcaster flipped through her spellbook as she landed on top of it.

"I am a firm believer in karma, Hex," Scarlett said, drawing her sword up. "And you're about to get yours."

"What are you doing, Charmcaster?" Enchantress asked. "All I wanted was for us to have a better life!"

"If that means hurting others, then I don't want it!" Charmcaster shouted. "What would Dad say if he found out about what you're doing?"

"You said you'd never mention our father!" Enchantress shouted.

"I'll only apologize when you do!" Charmcaster said as she unleashed out her dark purple figures as they grew into the stone beasts that surrounded Enchantress.

She glared as she threw her own figures, revealing larger white beasts that growled as they stomped down on them as Charmcaster gasped.

"Curses! My magic's not strong enough to combat her yet!" Charmcaster said.

"Well ours is!" Scarlett said as she sliced through a large white beast and glared. She then pointed to another one and fired a large red energy blast from her hands while the camera transitioned to Bayonetta as she glared and flicked out a scythe that separated into three blades.

She then gave out a shout as she sliced through it into giant chunks, which she then blew apart with her heel guns as she gave out punches and kicks to the other ones as portals opened and giant heels and fists made from her hair appeared and blasted through them with ease as she glared.

"You didn't really think you'd get rid of me that easily, did you?" Lucky Girl asked as she appeared over the edge, seeming to be levitating. "Now give me back the Keystone or deal with the awesome powers of Lucky Girl!"

They all looked over, good guys and bad, in shock as Charmcaster gasped.

"But how?"

"This is totally bogus!" Enchantress said. "She can't have any powers, it's some kind of trick!"

Hex then scoffed and used his telekinesis, encasing Lucky Girl... and Max in a yellow aura and lifted them through the air while Scarlett gasped as he threw them against the tower's ground.

"Your silly stunt has gained you nothing!"

Gwen then smirked as she looked towards them. "You should know as well as anybody that sometimes magic is about... misdirection!"

"Hey skull face!" they heard as the twins soared in on their hoverboards, wearing their Omni Suits with Allison in tow on Jen's. "Stay away from my family!"

Jen then rammed Hex in the head as she and her brother hopped by as Enchantress summoned more of her beasts as Allison glared.

"Geronimo!" Allison shouted, energy cannon slung over her back as she leaped off of Jen's hoverboard while she absorbed the material from her crystal while she slammed into one and laid absolute waste to them as she shouted out and glared.

Scarlett smiled as Enchantress glared at her in fury while Charmcaster gasped as the twins flew through the air on their hoverboards.

"I forgot how much fun this thing is!" Ben cheered while looking to Max.

"Guys, Hex is-"

Jen gasped as she realized that Hex was hanging onto her hoverboard and swung onto it while she lost her stability and glared as she gathered her energy in her hands.

"I shall not be denied my destiny as ruler of this world!"

"That isn't going to happen today or any other day, Hex!" she shouted as she fired her energy bolts at him while trying to retain her balance as Ben flew by and socked Hex in the face with a glare.

"Stay away from my sister!"

Hex tried to whack Ben with his staff, but this didn't do anything as he just avoided it as they flew all around on their hoverboards as Enchantress glared after them while Scarlett, Bayonetta and Allison engaged with her beasts in charge as Charmcaster flew after her sister and tackled her to the ground as Lucky Girl and Max ran up to her.

"Hey, Enchantress! Read any good stories lately?"

"Stay away from me!" she shouted as she blasted Charmcaster off of her and into the rollercoaster next to her. She then tossed her white marbles at Max and Gwen's feet and into the cars next to her before she used her telekinesis on the control mechanism, starting the roller coaster up as it moved along the tracks as Scarlett gasped.

"Bayonetta, go save them!" Scarlett shouted as her witch friend nodded and leaped after them as she summoned crow wings on her back and she dive-bombed after them as the twins continued fighting Hex as he continued whacking at them as Jen fell off of her board while Scarlett grabbed it with one hand as the Omnitrixes finally recharged.

"Yes! Time for Four Arms of fun!" Ben said as Hex whacked Jen off of her board as she slammed her Omnitrix core down as Hex flew by and whacked him off of his board and he continued and Ben did the same and they transformed into...

"Wildvine?" Ben asked as he stretched his arm out and grabbed a nearby building while grabbing his sister who transformed into...

"Oh come on! What use is a flower in a situation like this?" Blossom Rose whined as Wildvine glared.

"Stop whining and get your act together!" he shouted as he flipped back onto his board, tackling Hex while Jen shot her hand out and vines shot out of her fingers and wrapped around her board, getting back onto it as she got back onto the board as the camera shot back to Allison as she fired the energy cannon at the white beasts while Scarlett sliced through the others with her sword while freezing another one in place with an ice blast from her hands before smashing through it with her strength.

The twins then glared as they flew back onto the Space Needle tower and crashed onto the ground with a groan as Enchantress glared at the twins as Blossom Rose chuckled nervously.

"Hey, how's the eclipse?"

Enchantress shot out white marbles that Blossom Rose gasped and avoided as they fell and destroyed a section of the roller coaster's tracks.

"Oh no!" Jen shouted as she saw the coaster approach.

"We're not gonna make it!" Charmcaster shouted as she and Gwen started screaming as Jen gasped.

"Gwen!" Jen shouted.

"Grandpa Max!" Ben shouted.

"Charmcaster!" Allison shouted as Gwen and Charmcaster held each other in fear when suddenly... time started to slow around them as Bayonetta flew close by and crossed her arms and flipped her hair with a glare.

"Magicians. Why do they always think they have the magic game all figured out when the only ones who do are witches?"

She then tossed Gwen, Max and Charmcaster out of the roller coaster and back onto the Space Needle replica before flying back there herself and landed as time resumed to normal around her.

As they looked up once they recovered, they saw that the eclipse was now in full alignment as Hex recovered and stood up.

"I'll take it from here, Enchantress," Hex said.

"That would be a big 'no' uncle," Enchantress smirked. "There's been a change of plans. I get the power of the Keystone and the charms and _you_ get squat! And my sister will get what's coming to her for betraying me."

Hex levitated his staff in retaliation, but Enchantress threw an explosive at him, sending him backwards and into a pipeline, knocking him out.

"I just needed a 'Master Magician' like you to perform the recreation ritual. Now that that's done," she smirked as she turned to the Keystone on top.

Suddenly, storms started to swarm around the Keystone as five sparks of energy came out and formed into the Charms of Bezel, recreating them.

"The power of Bezel will soon be mine!" Enchantress cackled as she heard a scoff.

"Ahem," she heard and gasped once she saw the group glare at her.

"You'll never defeat me!" she said as she looked to see it start to rain and she gave a wicked grin. "Aquata Risa Spackwata!" she said as she gathered the rain and tossed it at Bayonetta, who was knocked back before she scoffed and walked back in place, unimpressed.

"Was that supposed to melt me?" she asked. "That only works in the movies."

Enchantress gulped nervously as Gwen knelt and picked up Hex's staff.

Enchantress smirked at them as they bared their weapons at her. "Are you serious? That staff only works in the hands of a Master Magician!"

Suddenly, the staff sent out a blast of energy that zapped Enchantress back as they all looked in shock.

"Okay, why did that work?"

They saw Hex stir and recover as Blossom Rose gathered energy in her flower bud as it bloomed and zapped him back as Scarlett glared and flew up.

"Restrain them!" she ordered as Bayonetta aimed her gun and stepped on the unconscious Enchantress as she looked up and saw the ritual complete as they saw the Keystone and the Charms of Bezel fall to the ground around them and the skies cleared as Scarlett shot her hands out and the Keystone and Charms levitated into her open hand once she sighed in relief as Hex recovered.

"Do you have any idea what you've done?!" Hex glared.

"Save the day?" Blossom Rose smirked as Gwen smashed the staff against the ground, causing its energy to dissipate as Charmcaster walked over with a glare.

"I'm going to enjoy this," she said as she gave Hex a quick sucker punch to the face, knocking him out for the count.

Scarlett then nodded and put an energy-restraining anklet around the unconscious Hex and Enchantress and cuffed them to the railing. The Omnitrixes timed out as Scarlett looked at the charms in her hands and put them in a pouch in her belt.

"Now I can take these back to my dimension's magical storage where they can't be used to harm anyone ever again," she smiled as she turned to Gwen.

"Are you sure you have to? Even the Luck Charm?" Gwen asked, wringing her fingers.

"Yes," Scarlett said. "These are far too dangerous to be out in the open. If I did leave even one to you, it could potentially be stolen by one of your enemies. It's a risk that I'm afraid I'm just not willing to take."

"You're right," Gwen admitted with a sigh. "It's for the best."

"Thank you for understanding," Scarlett said as she winked at her. "Besides, you don't need it, Gwen. You have your own kind of magic within you."

Gwen then smiled and hugged the warrior, who smiled as she leaned down and hugged her back before clearing up.

"Bayonetta," she said as she opened a portal behind her with a smile as she backhand tossed Gwen a small blue jewel, which she caught and put into her bracelet with a smile. "We'll be leaving now."

"Good," Bayonetta scoffed. "I'm getting sick of this place anyway."

Scarlett smiled as Bayonetta walked through the portal back at the heroes.

"So long, my friends," she said with a bow. "Until we meet again. Which, judging from the patterns so far, will be very shortly."

She then left through the portal with a flourish as it closed behind her.

They then turned to Charmcaster, who sighed as she looked at her unconscious sister and uncle who would be arrested as soon as the authorities arrived as Jen turned to her and put a hand on her shoulder.

"You okay?" Jen asked as she smiled.

"Yeah, I am," she said with a smile. "It's just that it's going to be different. I've been traveling with my sister for so long, but now I see that she's not the best figure to go along with."

"You could come with us," Jen suggested as Charmcaster put her hand up and shook her head.

"Hard pass," she said. "I think I need to spend some time alone. You know, get my head in the game. Get a job somewhere."

"I understand," she said. "Don't worry. I'm sure we'll see each other again."

"Farewell Jen Tennyson," she said with a smile as she put one of her marbles in her hand. "You and Gwen will make great friends... and rivals."

She then threw the marble down and vanished in a puff of smoke.

Gwen sighed as she looked down at her bracelet that now had a brilliant sapphire in it as a gift to Scarlett.

"Looks like the charms are gone... and Lucky Girl along with them."

Jen then smiled as she and Ben walked over. "Hey, don't be too bummed."

"There's other ways for you to be a hero," Ben smiled.

Gwen's eyes then shot to the twins' hoverboards and a smirk grew on her face.

"Like learning to ride a hoverboard?"

"You know, to get good at one of these things takes a lot of practice," Ben said as Gwen ran off.

"Then I'd better get started!" Gwen smiled as Ben gasped as she went on his hoverboard and took off.

"Wait! Wait a minute!" Ben shouted after her as she was cheering and whooping as she flew through the air as the others smiled.

"Gwen is going to be impossible to live without, isn't she?" Allison asked as she slung the cannon over her shoulder.

"You said it," Jen smiled as they looked at the young girl having fun in the air.

* * *

Scarlett walked into a chamber as a figure walked out from the shadows and nodded to her.

"Mission accomplished," Scarlett said as she reached into her pouch and revealed the Charms and Keystone of Bezel and presented them to her.

"A job well done as always, Scarlett," the voice said as she levitated the Charms and Keystone over in a golden aura and placed them in a magic golden gauntlet, which she then placed in a case in a wall along with several other magical artifacts as she nodded.

The figure stepped out of the shadows to reveal a large cream-colored pony with a long spiral horn growing out of her forehead and large wings on her back. She had a golden crown with a purple jewel in the center and a golden and white dress on her frame with golden dress horseshoes on her feet with a golden bracelet similar to Scarlett's wrapped around her front left hoof. She also had a flowing mane and tail with water colors of pink blue and green that flowed regardless of the wind conditions. Her defining feature was what appeared to be a tattoo of the sun on her flanks.

"Thank you, Princess Celestia," Scarlett said. "Though I'm not exactly sure how well that Time Patrol is going to take this."

"Scarlett, you're a Protector," Celestia said. "They were fools to prohibit you when you were only doing your job. If there's anybody that they should deal with in this regard, it would be me, Hippolyta and Pink Diamond since we are the leaders of the Protectors."

"So you're letting me roll with the punches?" Scarlett asked.

"Yes," Celestia said. "We're going to deal with Drake Flame and the so-called Time Patrol for you. Just keep doing your thing and we'll handle the rest."

"Thank you, Princess," Scarlett said with a bow as she took her leave with a sigh as two more figures walked next to Celestia as soon as they were alone.

One had rose pink skin, and large and fluffy pale pink hair and magenta eyes with diamond-shaped pupils. She wore rose-colored lipstick and had a pink gemstone on her navel and displayed in a large pentagon-shaped opening. She wore a magenta-pink and dark magenta top which was cropped in the middle to reveal her midriff and gem with large, puffy pink and white shoulder pads, magenta pink gloves and a small pink and white skirt. She also wore magenta pink pants which were short and puffy, white stockings and a pair of pink slippers with white pom poms floating over each of them and a bright pink bracelet similar to Scarlett's on her left wrist.

The other appeared to be a human with long brunette hair in curls with golden armor with a red cape flowing from it, golden gauntlets and golden and brown boots on her feet. She also had a sword sheath attached to her belt and another bronze bracelet on her wrist as she nodded.

"Are you sure that this is for the best Celestia?" the magenta figure asked.

"Positive, Pink," Celestia said. "She's just doing her job as a Protector like the rest of us."

"Supreme Kai of Time and especially Drake Flame will not be happy with our ruling when we meet," the human woman said with a scoff.

"Seriously, Hippolyta, when have you ever been interested in other's opinions?" Pink Diamond asked.

* * *

 **Next time on Ben and Jen 10:**

 **They Lurk Below**


	22. They Lurk Below

The gang was flying in a private jet on their way to visit an old friend of Max's who was opening up a new underwater resort, which they had tickets to see.

"Now _this_ is cool!" Ben said. "Picked up in a billionaire's private jet to check out his new resort before anyone else gets a chance to see it!"

"Now this is what a summer vacation is all about," Jen said as she opened up a Pepsi cola from the cooler. "Thanks, Grandpa."

"I'd do anything for you guys," Max smiled. "You know that."

Jen turned to Allison as she listened to her music with a smile as she turned to her.

"Hey, Allison," Jen said. "I'd think you'd get airsick on this thing."

"If I can handle flying on you when you're the Insect Queen, I can handle an airplane. Now _water_ on the other hand... I'm not as comfortable with that," she said as she looked over the sea with a nervous look on her face.

"Can't swim?" Ben asked.

"It's not that, I can swim just fine," Allison said, pulling her fingers. "It's just that I get a little..."

"Seasick?" Jen asked.

"Y-yeah," Allison said.

"Why didn't you tell us before that you knew Donovan Grandsmith?" Gwen asked.

"It must have slipped my mind," Max said as she turned to her. "Plus, if I told you that I was close friends with a billionaire in my time, would you really believe me?"

The jet then went down to the seaport that also served as the entrance to the resort. Donovan was waiting for them with a young child around Ben and Jen's age by his side, wearing a similar red sweater and white pants. The jet landed as the Tennysons and Allison walked out with a smile as Allison looked out at the sea, nervous and feeling bile rise up in her throat.

"Max Tennyson," Donovan said, greeting him. "It's been far too long."

"How are you, Donovan?" Max asked, shaking his old friend's hand.

"Well, owning 16 resorts worldwide, I'm doing pretty good. Glad you finally decided to see how the better half lives."

Max smiled as he turned to introduce the others. "These are my grandkids: Ben, Jen and Gwen. And this is their good friend Allison."

"Pleased to meet you," Jen said, shaking his hand. "Charmed, I'm sure."

"You too," Donovan said as he shook the other's hands as he saw Allison looking nervous.

"Forgive me, I'm not too good with water," she said.

"Don't worry, you'll get used to it," Donovan said before turning to the child next to him. "This is my grandson Edwin."

"Good to meet you," Ben said.

"Yeah, whatever," Edwin said, turning away.

The others looked slightly shocked at that as Jen turned away awkwardly.

"Ready to take the plunge?" Donovan asked as an elevator shaft opened as Allison gulped.

"We have to go under the sea?"

"That's where the resort is, yes," Edwin scoffed as Allison felt herself turning green as she followed the others into the elevator.

The elevator went down to another large shaft with a large car with seats in it that the group sat down on once they reached it.

The operators worked at the controls and commanded the lift to take them down.

As the lift took them down, they were able to take in all kinds of sights of coral reefs and marine life swimming by in wonder... or in Allison's case, disgust as she felt herself getting slightly lightheaded and she groaned as she laid down on the seat.

"Oh gag me," she said, groaning as she got a headache.

"Are you sure this was the safest place to build a resort like this?" Max asked Donovan as Allison laid her head down on his lap and he rubbed it to sooth her headache.

"Are you talking underwater fault lines?" Donovan asked.

"I'm talking about the fact that you're smack-dab in the middle of the Bermuda Triangle," Max said, causing his grandchildren to look up in shock.

"Growing up you always were the worry wart, Max. Never the risk taker."

That was when they closed in on the resort with a smile. "There it is, kids. I give you the world's first and only underwater resort. You won't believe what's down here."

* * *

Later, they walked the halls of the resort with the ocean surrounding them from open glass walls on every side.

"The official grand opening is still a week away," Donovan said as Ben, Jen and Gwen ran through the halls as Edwin looked bored while Allison wandered sickly through the halls as Max laid a hand on her back. "Only a few special VIPs are getting a sneak peak. It sure beats that rusty old bucket of bolts you speak in."

"Hey, that rusty old bucket of bolts is my home too," Allison said. "Or at least it will be until the end of summer and I can start saving up for an apartment in the twins' hometown."

The kids admired the fish swimming by as the elder men came by them as Jen backhand tossed Allison a bottle of aspirin.

"Thanks, girl," Allison smiled as she popped a few pills in her mouth as Max handed her some water, which she then downed the pills with, giving out a sigh of relief.

"I read about your resort in Pacific Monthly Oceana, Mr. Grandsmith," Gwen said. "Very cutting-edge. Isn't the glass reinforced with..."

"Butt-kisser," Edwin coughed out.

"Micro-titanium threads that have the capability to withstand ten atmospheres," Donovan said. "Nobody gets wet here unless it's in one of the nine pools."

"Very impressive, Donovan," Max said with a nod.

"Well, for $2,000,000,000 it ought to be. But, you know, money isn't everything."

"Did we change the family motto, Grandpa?" Edwin asked.

That was when the twins caught a glimpse of the Sumo Slammer's pin on Edwin's collar, causing them to perk up.

"Hey, me and Ben here are fans of Sumo Slammers, too," Jen said.

"Where'd you score that pin?" Ben asked.

"Sumo Slammer Slamdown 5 in Helsinki," Edwin answered. "We flew on my Grandpa's private jet just to get it."

"And Edwin says the pin's already tripled in value," Donovan said. "Kid's got a head for business. Grooming him to take over the empire one day. Gotta keep it in the family."

"You know, we've been following in our Grandpa's footsteps this summer too," Jen said with a smile and a wink.

That was when an alarm sounded and they saw the lights flicker on and off slightly.

They looked out to see the diver employee who was cleaning the windows lose his balance and was tangled up in the hose he was using as he looked down to the filters that were seeming to move in reverse as his suit started filling up with water.

"What happened?" Allison asked.

"A power surge must have recycled the water," Donovan said.

"Is he going to be alright?" Jen asked.

"If the sharks don't get him first," Edwin said, watching the sharks swim into the area.

"I can't have an employee be turned into fish food before the opening!" Donovan said. "The press will ruin me!"

He ran off as the twins looked to each other with a nod as they ran to an open area and nodded.

"You think it's time for the Mermaid to get her due?" Jen asked with a smile.

"Not if Ripjaws beats her to it," Ben said.

"Okay, we'll do rock paper scissors to see who does it," Jen said as she and her brother immediately drew their hands. She drew paper and Ben drew scissors. "He's all yours' bro."

Ben then smiled and slammed down the Omnitrix, the flash of green light briefly catching the attention of Gwen, Allison and Edwin as Grey Matter walkd ahead.

"Dang it! The one time I'd be better off as me!" Grey Matter said as Jen walked by and pressed a button as she crossed her fingers.

"Please have an oxygen supply. Please have an oxygen supply," she begged as she pressed the button on the side that activated her Omni Suit as Jen nodded, picked up her brother and dove down into the water with a determined look on her face.

Outside, the diver was surrounded by the sharks as they circled him as Jen and Grey Matter swam in as Grey Matter grabbed on to one shark's dorsal fin and started punching it in the eye, blinding it, turning it into the shark and causing it to slam into the other one as Jen glared and lit up her hands in her energy.

She then blasted her hands outward, zapping one shark as the others looked.

"How did the Omni Twins know this was going on?" Donovan asked suspiciously as the rescue mission was going on.

"I don't know," Gwen said. "They always seem to be at the right place at the right time."

They finally scared the sharks away as Grey Matter slammed into the diver's mask with a grin as Jen smiled and came to her.

"We've got you," she said with a friendly smile as the filters reversed and blew them upwards back into the resorts tanks as Grey Matter was flung away as Jen lifted the diver upwards onto the floor before climbing out herself as Donovan looked over to her.

"You okay?" Donovan asked as the diver groaned out as Jen pressed on his chest, causing him to cough out water as she smiled.

"Glad to help, Mr. Grandsmith," Jen said as she shook his hand.

"Glad you were here, Omni Pink," he said as they smiled. **(A/N: At this point, the public has officially dubbed the Omni Twins Omni Green for Ben and Omni Pink for Jen so that they could identify them individually.)**

She then smiled and dove downwards into the water again to escape.

"Where's your cousins?" Edwin asked Gwen.

"Just hanging," Ben said from outwards, hanging from the ceiling as Jen sneaked away to a different part of the water tank as she deactivated her Omni Suit and walked upwards as she sighed and shook her head. "Anybody got a ladder?"

* * *

The newly recovered diver walked away as the group recuperated from the situation.

"Well, I'll have to double his salary, but he won't breathe a word," Donovan said. "Anyway, who'd believe him? The Omni Twins saved him. Why would anyone believe they'd be down here when there's so much more happening throughout the country right now?"

Ben, Jen, Gwen and Allison smirked to each other as Allison held her head.

"Buy him off," Edwin scoffed. "That's the Grandsmith way."

Allison sighed. "I'll never understand rich people."

"Edwin, take the kids on a tour so Max and I can catch up on old times."

"Oh man," Jen said disappointed as Gwen blew her hair away.

"Oh, Max," Donovan said as they walked away. "It's too bad you didn't take me up on my offer 30 years ago when we were both dead broke. You wouldn't have had to spend your life unclogging drains and fixing toilets while I traveled the world."

"You'd be surprised," Max said with a smirk. "Being a plumber does have its moments."

* * *

The tour began at a water park like area of the resort as the others smiled.

"Nice," Jen said, impressed as she put her hands on her hips.

"Not bad," Edwin admitted. "In the morning I have my own swim coach and personal trainer to work out with."

"You're a swimmer?" Gwen asked.

"Long distance. My grandpa says it builds character," Edwin said as he walked away.

"My grandpa says it builds character," Ben mocked as the others laughed.

"Okay, it's going to be hard to come up with an alibi in an area like this," Ben said as he crossed his arms. "So let's come up with a game plan for our stay here. No Omnitrixes unless the situation requires it. No transformations, no Omni Suits, no flashlights, nothing."

"No energy powers under any circumstances," Jen agreed.

"And no absorbing powers," Allison said. "As much as I would love to do so to put that kid in his place."

"We're just normal kids on a normal road trip," Gwen said. "Try to be on your best behavior."

* * *

The tour continued as they looked up to see a display of a submarine hanging from the ceiling.

"It's called the Undersea Manta Ray," Edwin explained. "It's my grandfather's."

"Well it looks cool," Gwen said as they looked up impressed as Allison had her headphones in.

"You wanna take it for a ride?" Edwin asked.

"Definitely," Ben said as the girls looked to him shocked.

"Are you sure it's okay?" Gwen asked as Edwin smirked.

"I've got a bad feeling about this," Jen said as Allison sighed.

"There's no way out of this, is there," Allison said nervously

* * *

Meanwhile, Max and Donovan were walking to the power control area where the technician nodded to his boss before walking away.

"A reverse power surge caused the whirlpool effect," Donovan said. "But its fixed now."

"Must keep a lot of juice to keep this place lit up," Max said. "That can't come from the mainland, we're too far offshore."

"Volcanic vents on the ocean floor," Donovan explained. "We tap into them like a big steam generator."

They walked towards the generator with some of the workers. Inside one of the generator's panels, a purple light was glowing, catching Max's attention.

"What's behind that panel?" Max asked.

"Nothing, it's just a backup generator. Now watch this," he said before nodding to one of his employees.

She nodded and pressed his button and the generator let out some steam power as three engine workers pulled down on some levers, letting out more steam.

On the surface, the workers watched the pressure levels rise as the resort let out a green light that illuminated up to the surface.

"I have enough energy to illuminate the outside so bright, it's visible 500 ft above sea level," Donovan said as the camera shifted down to the sea floor. Now for my prized possession: the Undersea Manta Ray."

Donovan and Max walked up to the area, only to find the submarine wasn't there and neither were the kids.

"Edwin," Donovan growled.

* * *

Said rich grandson was piloting the Undersea Manta Ray through the ocean as it dropped down from the resort's garage with the kids as its passengers.

They all gazed out the windows in awe and wonder as they looked at the marine life passing by them. Some jellyfish passed by them with a smile... Allison on the other hand.

"Oh, it's coming back," she said as she felt herself get woozy again as she laid back in her seat and rubbed her temples.

"You'll be okay," Jen said to her as she groaned.

"Wow," Gwen admired as some fish that looked a lot like Ripjaws and Mermaid passed by the windows. "Some of these fish look totally prehistoric."

The Manta Ray continued on its voyage through the ocean floor... but as they passed by some rocks, some alien squid drones took notice of them and immediately followed them. They possessed six mechanical tentacles with flexible ribbed joints; two of the tentacles have mechanical claws on the ends. On the bottom of their bodies are mechanical parrot-like beaks. They had glassy, glowing cyan heads with white lines that represent circuitry. Below the head is what appears to be a purple eye.

The Manta Ray passed by them as Gwen looked downward to see that the ground below them seemed to be glowing.

"Okay, now that's weird."

Suddenly, one of the robot squids appeared at her window and attacked the glass in front of her, snapping its beak at her.

"And that's weirder," Edwin gulped as another squid appeared by them and attacked his section.

Soon, an entire swarm of squids appeared and started attacking the Manta Ray relentlessly. Soon, they managed to crack the glass and water started flooding the submarine, causing an alarm to sound out as the others gulped nervously.

"What do you think those creatures want?" Edwin asked.

"Something tells me that it's not to play Marco Polo," Allison groaned outward.

"We've got to get back to the hotel," Ben said as Edwin nodded and engaged the controls again, driving the sub back towards the hotel with the squids following it.

Not far afterwards, they saw they had wandered right into an underwater minefield.

"Uh-oh," Jen said nervously as Edwin carefully drove the sub away from the mines.

Too bad the squids weren't that smart as one of them crashed right into a mine, detonating it and setting off a chain reaction of explosions which rocked the submarine. And yet still, the squids refused to let up as Edwin finally reached for the radio.

"Grandpa, do you copy?"

The twins, Gwen and Allison looked to each other with a nod as Jen faked a headache and seemed to fall in her seat.

"Oh," Jen groaned, though it was obvious to the audience that she was faking. "I'm getting woozy. I think that the pressure's getting to me."

"I think I should go look her over," Ben said as he "helped" his sister out of her seat and "carried" her over to the entrance chamber as Jen instantly recovered and the twins activated their Omni Suits.

"If you turn me into Wildcat, you're dead meat," she said as she and Ben slammed down the Omnitrix Cores.

The watches sank into their wrists and their arms were covered in greyish-blue scales that traveled up their arms and their fingers turned to claws. They then grew anglers from their forehead, only while Ben grew one angler, Jen grew two. They then grew gills from their neck as their teeth grew and sharpened themselves as the scales finished covering their bodies and their hair turned into a green dorsal fin running down their backs. Ben's clothes turned into a green loincloth-like bathing suit that was only on his bottom half while Jen's turned into a more full-piece swimsuit covering her entire midsection. The watch symbols were on their upper left torso.

"Okay, now we're talking," Ripjaws said as he and his sister dove out of the sub and formed a tail from their legs as they swam towards the robotic squids.

They swam around and avoided the swipes from the squid tentacles as Mermaid side-swiped and growled as she bit down on one of the squids, destroying it and causing it to leak out fuel as she spit out the mechanics.

Ripjaws was suddenly tangled in the squid's tentacles as it sneaked up behind him. He then bared his sharp claws and sliced off the tentacles and utterly destroyed the squid with his sharp claws and teeth with a growl.

Back at the Manta Ray, the squids that were still attacking the sub were still slamming against the glass and more water was pouring into the sub as the others panicked. Allison was extremely tempted to absorb some of the metal but she knew she couldn't for fear of exposing their secret.

"How long does it take for your cousin's headache to recover?" Edwin said.

"She has a... condition of freaking out under pressure," Gwen lied.

"I've never heard of any kind of condition that would be this serious."

"Just drive, rich kid!" Allison said as Edwin sighed and continued driving.

* * *

"Edwin!" Donovan scolded over the radio. "You know the Undersea Manta Ray is off limits!"

 _"Grandpa, we're under attack by some robot squid creatures and we're sinking!"_ Edwin shouted.

"Edwin, if this is some kind of-"

"It's no joke, Donovan," Max said as he ushered his friend to the window of the control room and they gasped when they saw a glowing light from the sea below as several creatures swarmed up into the resort through the hole in the garage.

* * *

Ripjaws and Mermaid swarmed up to the Manta Ray as they attacked the robot squids attacking, chomping clean through them.

This caught the attention of the other squids as they stopped attacking the sub and rushed after the twins as they growled at them.

They immediately entangled with their tentacles as they avoided the razor sharp beaks before Mermaid clawed away from the tentacles before Ripjaws tackled the creatures off of his sister and tackled it into a sunken ship and punched a hole in the eye, destroying it.

When he wasn't looking, he was wrapped up in the tentacles of another squid that lashed out its metallic tongue out and snapped its beak at him.

Ripjaws growled and chomped down on the beak, destroying it with a growl.

This continued as Mermaid swam into the area and sliced through the creatures in half as she helped her brother recover before they saw even more squids swim into the shipwreck as Mermaid growled.

"Oh come on! How man of these things are there!?" Mermaid shouted as the twins were chased through the shipwreck while also fighting back with their sharp claws and teeth before they were tackled out of the shipwreck and back into the hull of the Manta Ray with a glare.

Ripjaws glared and grabbed the tentacles of one of the squids and swung it into the others like a javelin before letting go.

"I am so sick of having to pollute the ocean with this stupid fuel!" Mermaid shouted as she and her brother growled and sliced and chomped down on the squids, fuel going everywhere as they laid waste to them.

"I think the resort's going to have to put calamari on the menu!" Ripjaws glared.

* * *

Meanwhile, the squids were also attacking the resort, causing the water to leak in there as well, despite the supposed titanium threads lacing the glass.

"We've got to evacuate the resort!" Max said.

"Overrun by aliens," Donovan pondered. "There goes my five star rating."

* * *

The Undersea Manta Ray continued its trek but it was filling up with water way too fast.

"We're not going to make it back!" Edwin said as Allison heavily breahted and her chest heaved and settled as she was having a panic attack.

"You okay?" Gwen asked.

"Do I sound okay?!" Allison shouted back as the water reached her feet as she gulped and shot back in her seat.

That was when the twins rushed in and slashed and chomped the squids attacking the squids as Mermaid growled and glared.

"The Omni Twins? Where'd they come from?" Edwin asked as Ripjaws and Mermaid finished off the squids that were on the sub.

"Relax," Gwen said. "Like we said, they're always there when we need them most."

Edwin raised his eyebrow in confusion.

That was when the twins went down to the hull and pulled the wheel to the sub's opening as the Omnitrixes started counting down.

"Uh-oh!" Mermaid gasped. "Hurry! I don't know if the Omni Suits can take the pressure from this deep!"

* * *

"There's a boat beside the platform," Donovan said as his workers gathered for evacuation. "Take it!"

"No," Max said. "I'm not going anywhere without my grandkids."

* * *

A flash of red and purple came from the sub's opening as the twins stumbled out, having deactivated their Omni Suits as Gwen walked over and helped them up.

Edwin drove the Undersea Manta Ray towards the surface back towards the hotel with the squids following them there as Max and Donovan ran for the garage inside the motel.

Max looked into the water to see the sub closing in on the hotel as he put his hand up.

"Get ready to close the door!" he told Donovan as he waited for the precise moment when he would be ready. Once the moment arrived, he put his hand down. "Now!"

Donovan pressed the button and the door closed just as the Manta Ray entered the garage, closing directly on a squid.

Unfortunately, this wasn't enough as the squids finally broke through the glass, causing the garage- and therefore, the hotel- to start to flood with sea water. This caused an alarm to sound with a red light shining down on them.

"We're flooding!" Donovan shouted. "They broke through the glass!"

"I _knew_ you shouldn't have taken it!" Edwin shouted.

"Edwin, quiet! I'm sure it has nothing to do with-"

"Taken what, Donovan?" Max asked.

"Nothing. Edwin doesn't know what he's talking about!"

"How would you know? All you ever hear from me is what you want to hear!"

That was when the squids crawled up from the Manta Ray as Jen groaned out.

"I knew building a resort underwater was a stupid idea!"

"Let's go!" Max said as they all ran for the elevator as fast as they could with the squids chasing after them until they reached an elevator and they all rushed inside before the door closed behind them, leaving the squids behind. "Donovan, what is going on?"

"There's got to be some reason these squids are after this resort in particular," Allison said.

"Okay, I lied," Donovan said. "The underwater volcano thing didn't work. The resort was doomed! I was about to become the punchline to a bad joke. Then I found this other energy source on this weird spacecraft way down below the sea. It was like nothing I'd ever seen before."

"And I'd bet you anything that those aliens want it back," Gwen said.

"Yeah, the same ones with the underwater parking lot full of boats and planes," Ben said.

"They're the reason for the shipwrecks around the Bermuda Triangle," Jen realized.

They arrived at the top floor and ran outwards only to see that the flooding and squids had reached this level too, causing them to run down the hallway before they reached another room as Max pressed a button that caused the door to close, only for it to jam halfway through.

"Darn it!" Allison shouted out as she stepped forward and absorbed the metal from the frame and forced the door closed with her immense strength before she dissolved her armor with a sigh.

"28 years on the job and I never found out who was behind the Bermuda Triangle. And now they're coming for us!" Max shouted.

They all ran away from the site before huge dents and flooding formed in the door behind them.

* * *

Soon, the staff and crew had made it back to the opening where the boats were arriving back up onto the area as they moved upwards on the lift as Donovan looked upon the destruction in disappointment.

"Look on the bright side, Grandpa," Edwin said. "You still have 15 resorts worldwide."

Donovan then engaged the control on the lift as they started to lift it up.

Suddenly, they felt the boat stall as Allison gasped. "Uh-oh."

They saw massive metal tentacles rip the boat apart with the kids on one side and the grandparents on the side that was still lifting up.

"No!" Jen gasped as they saw the lift fall down the shaft along with the squid.

"Donovan, stop this thing!" Max shouted.

"I can't!" Donovan said.

The kids all gasped as they saw they were traveling back down to the flooded resort.

"We're going to get flattened!" Edwin shouted as the twins nodded.

"We're not going to make it!" Allison shouted as she put her hands over her eyes.

"Yes we will!" Gwen reassured. "Now put your heads down and brace for impact.

Ben and Jen then nodded and pressed the cores down, transforming into Stinkfly and Battlefly respectively as they grabbed the others and flew them above the water with the squids below.

"Hold on, guys!" Battlefly said as Edwin looked up and gasped as they moved forward.

"The Omni Twins again? But how?" Edwin asked as they continued to fly forwards while also avoiding the tentacles with a gasp as Battlefly braced herself as she flew around.

"Look out!" Gwen shouted as they suddenly crashed into a plume of water falling down as they crashed down into the water as they resurfaced as Allison panicked underwater.

"Help me!" she shouted as Battlefly quickly swam forward and put an arm around her to help.

"Allison?" she asked. "You're scared of water aren't you?"

"Shut up!" Allison cried. "I'm not scared of water! I'm scared of drowning! My powers increase my body mass, which makes it so much easier for me to drown!"

"Our wings are too wet!" Stinkfly shouted out. "We can't fly! Oh, and yeah. I can't swim either!"

He then fell under the water before Edwin and Gwen went under and helped him up.

"Don't worry, we got you, Ben," Edwin said as the twins gasped.

"Ben? You're mistaken. I'm Omni Gre-"

"Hello," Edwin said. "The Omni Twins just showing up to help us while your cousins always happen to be gone. How dumb do I look?"

"Fine, you got us," Battlefly said as she treaded the water carefully.

"So how do you two do it?" Edwin asked.

"Now's not the time," Allison said as she caught her breath and started swimming with Battlefly's help.

"Listen to us," Gwen said. "If the aliens are after that energy orb, it must be very important. We have to get to it first."

"Okay," Edwin said. "But it's all the way on the other side of the resort."

"Oh great," Allison said. "By the time we get there, the resort will be completely underwater."

"We'll never make it through the water," Stinkfly said.

"Who said anything about swimming?" Gwen asked as she spied the air ducts.

* * *

Back on the surface, a thunderstorm had hit the area and was brewing while Max and Donovan were trying to communicate for help in getting the kids out safely.

Donovan groaned as he hung up the phone. "The navy's closest sub is in Key West. It'll be about a half hour before they get here."

"Is there any way to communicate with the kids down there?" Max asked.

"No, I already tried. The flooding must have ruined the lines."

* * *

Meanwhile, down below, the kids were sneaking through the air ducts while Gwen and Allison held their noses from Stinkfly's stench.

"I don't know what's worse. The smell of wet Stinkfly or these aliens," Gwen asked.

"You are _so_ lucky that I'm not Stinkbomb right now," Battlefly stated.

"Edwin, there must be a faster way to get to the orb-" Allison stated as they heard a creaking sound. "Uh-oh."

The air duct's pipe suddenly gave out and came down and caused the others to fall down back into the flooded hotel like a slide.

Fortunately, they crashed into a garage that held some jetskis housed in them.

"Now we're talking," Stinkfly said as Edwin and Allison got onto one while Gwen got on another.

Suddenly, the twins were yanked under the water as Gwen gasped at their turmoil.

"Ben! Jen!"

Under the water, the twins were face-to-face with another squid as they saw the Omnitrixes time out, turning them back to human forms as they quickly swam up to the surface and climbed back up onto Jen's jetski.

"You okay?" Gwen asked.

"No!" Jen gasped. "Get us out of here!"

Gwen nodded and engaged the jetski and drove away with the squid following her.

Meanwhile, Edwin drove his own jetski towards while carrying an oar that he slammed into the squid and nailed it right in the eye.

As it sank down into the water, the camera transitioned to show that more robot squids were swimming after the group.

"Thanks," Jen said with a smile.

"Thank _you two_ ," Edwin said. "This is awesome." He then looked ahead and gasped. "Hey, look out!"

They all gasped as they saw the squids in front of them. Gwen and Edwin then engaged the controls on the jetski and drove away from the group with a shout and a glare as they avoided all of the squids with skillful ease.

This continued until they eventually reached a ramp formed from the support beams of the resort.

A squid then dropped down from above and grabbed onto the back of Ben, Jen and Gwen's jetski with a glare as Jen gasped out when she looked behind her as the squid hung off the back of the jetski as they continued on, sparks flying as Jen glared out and fired out pink energy blasts from her hands, sparks flying out in awe as Jen glared at started kicking at it.

"Just! Leave! Us! Alone!" she shouted as they flew off a ledge onto another one, knocking the squid off with one more energy blast before she groaned out, slightly exhausted as she fell against her brothers lap and Ben glared at the squids down below.

"Whoa," Edwin said from down below as Allison nodded to him.

"Wait until you see what I can do," Allison said as she grabbed the metal sides of the jetski, coating herself in red metal armor before she formed blades from her hands that she shouted out as she sliced up the squids as they passed them before the others landed back in the water and joined them as they reached the section with the energy orb.

* * *

Donovan sighed as he looked at a picture of him and his grandson on a phone.

"Your grandkids sure look up to you, Max," Donovan complimented. "And so does that Allison. What's your secret?"

"Well, I don't expect them to be mini versions of me," Max said. "I let them be themselves, faults and all."

"You brought them here because _they_ wanted to come. Not because you did. Am I right?"

"Well, yeah. This whole trip was for them. And Jen befriended Allison and we took her along for the ride since she had nowhere else to go."

"I can't remember the last time I did anything else for Edwin... that I didn't want. I just hope that they get out okay."

"Hey, grandkids have a way of rising to the occasion. Plus, I don't know what I'm going to tell their parents if I show up without them."

* * *

The jetskis pulled up to the generator and Edwin pressed a button that opened it up, revealing the glowing pink energy orb nested within.

"If that orb could power that whole resort, just imagine what those aliens did with it," Gwen asked.

"My guess would be stealing all those boats and planes," Ben said.

"It can't be that simple. They've got to be planning something with them," Jen pondered. "Perhaps they're trying to reconstruct their spaceship and find a way back home?"

"Maybe," Allison said as she sighed.

Edwin put his finger on his chin and then beamed up. "Maybe if we reverse the generator connections, it would turn its outward power inward!"

"...Which would cause the whole resort to implode," Gwen continued.

"...With all of the aliens in it!" Ben realized.

"And us if we don't get out of here before then," Jen said as Allison glared out.

"Oh no! I am not going to die here! I don't care what it takes, but we're getting out of here!" Allison said.

"Don't worry," Ben said. "Jen and I have an idea."

"Has anyone seen Battleship?" Jen asked with a smirk. "If you haven't, don't. It sucks. But remember the climax at the battleship museum?"

The robot squids swam towards the glowing pink light from the energy orb as Edwin began working on the mechanics to reverse the orb's polarity as he focused while the squids closed in on them as Jen gasped.

"Hurry up there!" Jen said as she tossed energy blast after energy blast with a glare. "I don't know how much more I can handle."

"Done!" Edwin said as he engaged the controls of the jetski and they all rushed back towards the garage.

"How much time do you think we have?" Gwen asked Edwin.

"Not much."

They then arrived at an old rusty submarine as the twins nodded.

"Get in!" Jen said.

"That thing's your escape plan?" Edwin asked. "It's just for show!"

"And when I'm done with it, it'll be for go," Ben said as he activated his Omnitrix and transformed into Upgrade as the others got in as Jen glared.

"Head down and hold on!" Jen shouted as her brother melded with the submarine, coating all of the metal with his green and black alloy as the others looked out from within.

The squids approached the energy orb as it suddenly fluctuated and pulsed out, sending out waves of energy from within that blew the squids back. That was when the camera shifted outwards to reveal the outside of the resort going up in a ring of explosions, taking out all of the aliens with it as the Upgrade-coated submarine flew outwards, propelled by the explosions as they surfaced.

"Please don't let any of us have the bends," Gwen said as they braced themselves.

The storm above dissipated, revealing sunny blue skies as Max and Donovan ran out as they saw that next to the dock, the section of ocean began to bubble up as the now normal submarine surfaced as they ran outwards as Jen shouted with a smile.

"Land ho!" she called as Max and Donovan smiled up at them as Allison rushed outwards with a green look on her face.

"Does anyone have a bucket?" she asked as Donovan tossed a bait bucket to her as she finally lost her lunch epically into the bucket as the others rolled their eyes with a smile as Donovan and Max helped them down.

* * *

"How did you get that sub to work?" Donovan asked as they all regrouped. "It hasn't run in 80 years."

"It's like I said, Donovan. Grandkids have an amazing way of rising to the occasion," Max said with a smile.

"The good news is that all the aliens are toast," Gwen said with a smile.

"The bad news is so's the resort, Grandpa," Edwin said.

"Hey, who cares," Donovan said, leaning down to his level. "You're all okay and that's all that matters. You'll have to fill me in on the detalis, Edwin."

Edwin looked back at the others with a smile as he winked to them.

"Most of them. And by the way, the name's Eddie, Grandpa."

Jen then noticed her friend sitting by the edge of the dock with her feet dangling over the edge and walked over to her with a smile.

"Are you okay, Allison?"

"Yeah, I'm fine. I just needed to... well, you know," Allison said with a chuckle as she looked down into the water.

"Hey, you conquered your fear," Jen smiled. "My dad always told me that if you can face your fears, there's nothing you can't do."

"He's right," Allison said as she sighed. "My dad used to say that too before he... well..."

"You must miss him, don't you?" Jen asked.

"Yeah. I was only around eight when he died. Kevin was six. I still miss him."

"Hey, wherever he is, I'm sure he's thinking of you," Jen smiled. "...Even if it means he wants to pound you into the ground."

"Tell me about it," Allison stated as Jen smiled. "Just don't expect me to go near the ocean again anytime soon."

Donovan looked up to Max as he finished hugging Eddie. "Thanks. For everything."

"No problem," Max said. "Well, so much for your one of a kind resort, Donovan."

"Yeah well, it just gives me sometime to focus on my next one. It's going up on the moon. Max, how about you, your grandkids and their good friend there be my first guests?"

That was the breaking point as they all started giving out protests against it with Jen crossing her hands over her chin and Ben waving his hands in front of his face.

* * *

 **Next time on Ben and Jen 10:**

 **Ghostfreaked Out**

 **Coming this Halloween.**


	23. Ghostfreaked Out

_In a park, a kid threw a frisbee that got caught in a tree. He then frowned and climbed the tree where he got the frisbee down. Unfortunately, when he looked down, he saw just how far up he was and clung to the tree branch for dear life, dropping the frisbee in the process._

 _"Help!" he shouted. "I can't get down!"_

 _"Don't worry!" Gwen called up as she , the twins and Allison stood at the foot of the tree. "We'll come up and get you."_

"We?" _Ben asked as Jen shrugged._

 _"Sorry, but I think this one is for either me or Ben," she said. That was when she turned to her brother. "I can get him if you want. Battlefly can get him easier than any of your aliens can."_

 _Ben sighed. "Thanks, but I think I can handle this one, Jen."_

 _He then dialed his watch and transformed into Wildmutt, climbing the tree as the others looked down._

 _"Oh, good thinking," Allison shrugged, blowing a strand of hair out of her face. "Turn into the giant vicious alien attack dog to get the scared kid out of the tree."_

 _Wildmutt growled back at her as he continued climbing._

 _"Please don't let him fall," Jen begged, closing her eyes._

 _Wildmutt climbed up to the branch that the kid was on as the kid looked back and shivered with fear at the sight of him._

 _"It's okay," Wildmutt said. "I'm here to help get you down."_

 _"I don't want to get down," the kid said, his voice suddenly changing to a more dark ominous tone. He then turned around to reveal that he had one singular purple eye and tract. "I want out!"_

 _"Gah!" Wildmutt shouted, going backwards as the tree morphed into a grey spectral hand and the park turned into an empty green void and the others vanished below. "Leave me alone!"_

 _"You can't get away from me," Ghostfreak said as the trunk morphed to reveal his dark purple eye as Wildmutt fell right into his clutches. "Always a hero. Such a waste of potential you and your sister are. You want to be helpful? Get me out!"_

 _Wildmutt screamed out as Ghostfreak cackled. "You can't get away from me, Ben! Ben!"_

* * *

"Ben!" Jen shouted as Ben screamed and fell out of his bunk, waking up as Jen got down from the bunk too and helped him up. "Your screaming woke me up. Are you okay?"

"Yeah," Ben said, rubbing his head. "It's just I had-"

"-another Ghostfreak nightmare?" Jen asked as her brother nodded.

"Yeah. It's been going on for two weeks. I've never felt this way before. It's like he's taking over my mind or something," Ben said as Jen gasped.

"Thank goodness I don't have him," Jen said. "I don't know what it is, but I'm going to help you get through it. We twins help each other."

"Thanks, sis," Ben said as they hugged.

* * *

The next morning, the Rust Bucket drove on the road through the woods towards Bancroft Academy in as Ben dozed off, looking out the window.

"Ben," Max said, trying to get his attention. "Ben!"

"Earth to dweeb!" Gwen said, whacking her cousin with the brochure she was reading, finally snapping Ben out of his trance. "Clean the wax out of your ears."

"Are you okay, son?" Max asked.

"He'll be fine," Jen said from the couch. "He didn't sleep well last night because of that Wildmutt nightmare."

"Well, what do you expect when you wolf down two mega enchiritos for a midnight snack?" Gwen asked as she felt a small energy blast hit her in the side as she saw Jen glaring at her, hand smoking as she shook it off.

"Jen, what did I tell you about using your powers in the RV?" Max asked.

"Only in case of emergency," Jen said. "Sorry, Grandpa Max. It's just that I'm worried about Ben. It's like Ghostfreak is taking him over."

"I relate to that," Allison said from her bed, listening to her music.

"You think you're so smart, don't you, Gwen?" Ben asked as he took the brochure from her. "Is that why you want to go to this stupid school? It's full of nothing but snobs and posers."

"Bancroft Academy is one of the top schools in the country," Gwen stated plainly.

"Yeah, for snobs and posers," Ben said again.

"Ben, I'm warning you," Gwen stated, snatching the brochure back. "You better not do anything to embarrass me on the tour of the campus. And that goes for you girls as well."

"I promise," Jen said with a nod.

"Me too," Allison said, playing with her phone with a smile.

"Don't get your shorts in a twist, Gwen," Ben said. "I'll be on my best behavior."

"Why does that still not make me feel better?" Gwen asked herself, going back to her brochure.

* * *

"And recently, Bancroft Academy was awarded the prestigious solid gold trophy for Best School on the East Coast," said their tour guide as the group walked through the campus grounds. "So you can see why we're very picky about who we admit. Some people delude themselves into thinking _they_ are Bancroft material. It's so sad."

"Well," Gwen said. "I have a 4.2 GPA, I'm president of the computer club, treasurer of the science society, volunteer of several local charities and I'm a member of my school's jujitsu team."

"How nice for you," the tour guide said with sarcasm, walking away.

Ben chuckled at this as Jen jabbed him in the shoulder as he gasped when he felt a shudder.

 _"Ben!"_ he heard Ghostfreak's voice as he saw a shadow pass through the area. _"Ben!"_

"Do any of you have any questions?" said the tour guide as Ben, Jen and Allison looked at her.

"Um, actually, I do," Jen said, seeing everyone pass. "Why are so many kids here when it's summer vacation?"

"They're attending our prestigious summer school session," she said as she walked away as the others looked and shrugged.

"Summer and school. Two words that should never go together," Ben said as Jen and Allison nodded.

"I heard that," Jen said with a smile as Allison playfully jabbed her while Gwen glared at her. "What?"

They continued walking as Ben's shadow briefly turned into Ghostfreak and Ben gasped as he looked back at it to see it was normal.

"Maybe Grandpa's right," Ben said. "I just need a little sleep."

* * *

"And this is our science lab," the tour guide said as they walked in the laboratory.

Gwen gasped as she saw a gigantic microscope that took up a big portion of the room.

"An electron microscope!"

The tour guide looked at her with a raised eye until Gwen piped down.

Ben gazed at the beakers in the lab until he came across one with some clear liquid in it as it suddenly bubbled up and grew a single purple eye that gazed at him.

 _"Let me out!"_ Ghostfreak shouted.

"Leave me alone!" Ben shouted back as he swatted the beaker away, causing it to shatter once it hit the floor, leaving a very annoyed looking tour guide and a very concerned grandpa, sister and friend as they looked at him.

Gwen chuckled as she went up to Ben with a nervous laugh. "That's my cousin, always joking!"

Suddenly, the rest of the Bunsen burners turned on, causing the liquid to boil and the beakers to explode.

"Ben, what are you doing?" Allison asked.

"It wasn't me, Allison!" Ben shouted. "It was Ghostfreak!"

That was when the smoke from the fire activated the sprinkler systems, which soaked the tour guide, making her sad.

"This is not going to look good on your application," she said. "Bancroft is a no-freak zone. I swear, you're worse than that Lisa Loud girl who attended here."

Gwen looked down, saddened.

"Sorry, Gwen," Jen said, putting a hand on her shoulder.

* * *

Elsewhere in the college, the circus freaks from Zombozo's circus were staring at the academy's trophy case, including the solid gold one, which stood out from the rest due to the material it was made of.

"See what I mean?" Acid Breath asked as he grinned at his reflection in the glass. "Easy money."

As they approached, however, they saw a security guard walk into the room, who immediately noticed them.

"Hey, this room is off limits without an escort."

The Circus Freaks only glared wickedly at him.

* * *

"I am _so_ sorry about my cousin," Gwen stated as she and the others followed the tour guide out. "Actually, we're not even really related! I think his parents picked him up at a zoo or something."

"At B.A., it is as important who you are as what you've done," the tour guide explained. "You know, if you're a person from a _quality_ family."

"Wow," Jen said, clearly offended as the tour guide walked off. "You were right, bro. This place really is for snobs and posers."

Gwen growled as she marched towards them with an angry look in her eyes. "Benjamin Tennyson, I am gonna-"

They suddenly heard an explosion off in the distance as the twins gasped and chuckled.

"We'd better go check that out," Ben said as the pair ran off towards the area.

* * *

Inside, the twins saw the trophy case was melted open and they looked confused. They then heard a wicked cackling from the gymnasium as Jen gulped.

"Oh no," she said as they approached. "That sounds like-"

They walked in to see the guard tied up in the gym's rafters as the doors opened up to reveal the twins with a gasp.

"You again!?" Ben shouted.

"It's those kids who took down Zombozo!" Thumbskull realized.

"It was a sweet gig working for that clown and you two ruined it!" Frightwig shouted. "Now it's payback time!"

The twins nodded to each other as they activated their Omnitrixes.

"A little Heatblast action will light a fire in you freaks!" Ben shouted as he slammed his core down only to transform into...

"Ghostfreak? I didn't choose you!" he shouted as Jen transformed into Water Lily with a glare.

"Nice trick, kids," Acid Breath said as Thumbskull walked over to the bleachers and ripped off some of the wooden planks, which he then threw at Ghostfreak.

Water Lily quickly anticipated this and jettisoned water from her hands, slicing clean through the wood as she flipped back as Acid Breath spewed out acid on it, melting the wood around them as Ghostfreak vanished from sight.

"But we ain't scared of no ghosts."

Suddenly, Ghostfreak reappeared from the wood as even Water Lily looked a little freaked out.

"You should be!"

He then swooped in to attack them, not even giving Water Lily a chance to attack as Max, Gwen and Allison filed into the gym.

"It's those circus freaks!" Max realized.

"You know them?" Allison asked.

"Long story," Gwen stated.

Acid Breath spewed out his acid saliva, only for Ghostfreak to fade under the gym's mat, which he lifted up and smashed onto Acid Breath, knocking him out.

He then sensed Thumbskull behind him. He then phased through his body and vanished from sight, only to reappear behind Thumbskull and overloaded his senses, knocking him out.

Frightwig tried to get the jump on Ghostfreak by wrapping her dreadlocks around his arm, only for him to phase through the ground, smashing her face against the ground. He then repeated this twice until she was unconscious.

Water Lily was paralyzed with fear as she watched her brother's behavior.

"Something's wrong," Max said. "I've never seen Ben so vicious."

"You're trashing the whole gym!" Gwen shouted. "Are you trying to ruin my chances at getting accepted here?! Ben, answer me!"

"Ben's not here!" Ghostfreak said as he turned around with a glare. He then scared Gwen right off her feet with a cackle.

Thumbskuull suddenly surprised him by tossing a punching bag at him, scoring a direct hit as he picked up Acid Breath and Frightwig followed him out of the gym, scared witless.

"These freaks didn't learn their lesson!" Ghostfreak shouted.

That was when Water Lily had enough and blasted Ghostfreak with her water jets as she charged at him.

"I don't know who you are, but you're not my brother!" she shouted.

"Show some respect!" Ghostfreak shouted as he ran out with Water Lily hot on his tail, leaving the others concerned and confused.

* * *

Ghostfreak followed the freaks outside, only for the Omnitrix to start beeping down as Water Lily followed him with her's doing the same.

"No!" Ghostfreak shouted as he entered a shadow of the building's entrance. "I'm not going back!"

Water Lily finally dove inside as the Omnitrixes timed out in a flash of red and purple light as Ben stood there as Jen walked by and put a hand on her shoulder.

"Are you... you, Ben?" she asked, confused.

"Yeah," Ben said as they hugged. "I'm sorry, Jen. I don't know what came over me. But I'm glad to be rid of that freak."

"Aw," they heard a voice as they stood up and gasped once they saw... Ghostfreak hovering right over them, separated from Ben!

"No way!" Jen stammered. "This... this isn't possible!"

"It's so nice to finally meet you two, face-to-face!"

"This can't be happening!" Ben stammered. "You can't be you! _I'm_ you!"

"I was never you, Benjamin!" Ghostfreak said. "An Ectonurite's consciousness exists even in a few strands of DNA. When a sample was taken for the Omnitrixes, I was trapped inside!"

"That means that there's-"

"A sample of my DNA in your Omnitrix as well," he explained. "Every alien that he has is in your Omnitrix, but But there is only one me, so I can escape using either of the Omnitrixes. Since Ben's was the only one with my sample active, I used his."

"Great," Jen shivered. "There's one alien form I'm not looking forward to using."

"But now that I am free, I can finally reveal my true self!" Ghostfreak said.

Black claws ripped out from his hands and shredded through his skin. Black and white striped tendrils shot out from his chest and fnially, he ripped his skin away to reveal his true form. His body was gray-purple and he had black nails. He also had lines on his chest which were black as well. He had a grey-brown, upside-down head with one eye. He could also become smoke-like by deforming his bodily shape into wisps of grey, somewhat transparent flames.

"Man," Ben said as he and his sister looked in awe. "And I thought you were ugly before."

"What do you want, Ghostfreak?" Jen asked.

"I need the power of one of the Omnitrixes to make me whole again. I can only do that by taking over one of your bodies," he stated as he approached them. "Now let's see how _you_ like being trapped inside someone else!"

"Get away from us!" Jen shouted out, quickly firing out an energy blast that hit him in the chest.

"You will pay dearly for that!" he said as he reached for them, only to pull his hand back as it burned when he stuck it into the sunlight as they stepped out. He then screamed as he vanished into the shadows.

"That's odd," Ben said as they turned away, only to run into their grandfather.

"Take it easy you two. What happened?" Max asked. "You look like you've seen a ghost."

Jen panted as Gwen and Allison stepped up and she looked like she was in a cold sweat. "You have no idea how accurate you are, Grandpa."

As they walked away, Ghostfreak reappeared from the shadows and took notice of a band member practicing on his tuba.

The tuba player thought he noticed something but then shook it off and continued practicing. That was when Ghostfreak reappeared from the ceiling and possessed him, his eyes growing black with glowing purple pupils with cracked lines along the edges.

He then stuck his hand out into the light, where he wasn't burned now that he was in a human body.

"I guess these frail human bodies have a use for something after all."

He then walked away on the hunt for the twins.

* * *

Ben and Jen walked through the academy's hallways and opened the doors up, checking every room frantically with the others following.

"Ghostfreak's gotta be around here somewhere," Ben said.

"You're looking for yourself?" Allison asked.

"He said he's been alive inside the Omnitrixes this whole time, just trying to get out of one of them," Jen said.

"That's why I always felt weirded out when I was Ghostfreak," Ben realized.

"Look, guys, whatever's going on, you know we'll always be here for you."

"He's right," Gwen said. "Even if it turns out you have a major leak in your brain pan."

"We're not crazy, Gwen!" Jen said. "Ghostfreak is loose!"

"Okay, okay," Gwen said. "So the butter hasn't slipped completely off your noodle. But how are you planning on bringing him down once you find him?"

"Yeah, that alien's a tough guy," Allison said. "I was always creeped out whenever I saw him."

The twins then looked and saw the sunlight shining through the open window.

"Sunlight!" Ben realized. "He couldn't go into the sun. He has to stay in the shadows."

"What, like a vampire?" Gwen asked. "You never had that problem when you were Ghostfreak."

The twins then looked down at their Omnitrixes and came to a realization. "That's exactly why he needs one of us. Somehow if we're joined, he'll be whole again," Jen said.

"That means that we have to find him before sunset or we're doomed," Ben said.

"I've got a few things from my Plumber days that might help."

* * *

"'How tough could it be to rob a school?" Frightwig mocked Acid Breath as she and her companions hid out in a shed. "'It'll be easy money!"

Suddenly, the door to the shed opened and a shadowy figure stood in the doorway.

"It's one of the kids with the watches! Let's get out of here!" Acid Breath gasped.

"Attention, freaks!" the figure spoke as he stepped into the light, revealing himself to be Ghostfreak in the kid's body. "You are now my minions! Obey my commands or feel my wrath!"

The freaks broke into a laughing fit at the possessed body, who was not amused.

"I don't think you realize who you're dealing with," he said as he suddenly phased out of the band member, revealing his horrifying appearance, prompting the band member to run away screaming once he came to. "I am _not_ that kid. But serve me and I promise you'll never see him again."

"What if we don't wanna help you?" Thumbskull asked.

"I was hoping you'd ask."

Without warning, Ghostfreak flew into Thumbskull, possessing him and taking away his control over his own body.

"What's happening to me?" he asked as his body was tossed all around the shed, smashing into walls and shelves before he was finally tossed into the wall opposite his companions as Ghostfreak finally decided he'd had his fun.

"Any other questions?"

Frightwig and Acid Breath looked at each other nervously before feigning innocence.

"When do we start?" Acid Breath asked.

"No time like the present," Ghostfreak grinned.

* * *

Night fell on the campus as the group investigated while searching for Ghostfreak. The twins decided to activate their Omni Suits just in case.

Max held a device that seemed to pick up paranormal activity as they walked through.

"We've been at this for hours!" Gwen shouted. "If Ghostfreak trashes the campus, I'll _never_ get admitted!"

The others looked at her, clearly annoyed by that statement.

"...Not like that's more important than saving all these innocent people."

"Nice save, girl," Allison stated as Max's device started beeping more rapidly as they reached a clearing.

"I'm picking up some trace spectral activity from around that corner," Max stated.

"Okay," Ben said as he and his sister activated their Omnitrixes.

"Let's get our game faces on!" Ben said as they slammed down their cores and the screen split as their transformations initiated.

Ben's Omnitrix sank into his wrist and his blood vessels expanded rapidly before spreading across his entire body, which eventually reached his eyes, which he clutched shut and when he shot them open again, they were fully golden. A second pair of arms shot out just below his primary pair and his muscle mass grew exponentially. His feet morphed themselves to only have two toes and his skin turned red with a few black crests on his face and he grew a second pair of eyes beneath the original ones. He wore a green and black one-piece bodysuit before he shot a pose.

Jen's Omnitrix sank into her wrist and she grew pink fur with white patches from the wrist down as it snaked up to her body as her hands grew sharp claws and her muscle mass increased as she spun around. She grew a long pink bushy tail with a white streak through the middle as her feet shifted to paws as the fur made its way up to her face as she clutched her eyes open again, revealing them to be pink with black sclera. Her clothes morphed into a pink one-piece leotard with the Omnitrix symbol beneath her breastbones. She whipped her tail to the screen and she struck a pose.

"Hey, I meant to do that," Four Arms realized with a smile. "Maybe I'm getting the hang of this thing."

"Seriously, Jen?" Allison asked as Stinkbomb glared. "You're battling a ghost with a skunk?"

"It's not for Ghostfreak," Stinkbomb explained. "In case the freaks go on, I think I can beat Acid Breath at his own game."

"Whatever," Gwen said as they heard a screaming from nearby.

The students ran away from the campus screaming as Thumbskull and Frightwig approached, holding the tour guide from before hostage.

"We don't have time for you freaks!" Four Arms said as he, Stinkbomb and Allison ran up with a glare.

"The party's over," Allison glared.

"You got it all wrong, kids," Frighwig smirked. "It's about to _really_ get rolling!"

That was when Acid Breath stepped up, only with the same black and purple eyes from before.

"And it's a surprise party!" Ghostfreak then phased out of the freak with a glare as Allison, Max and Gwen recoiled at the sight of his appearance."Hello, Ben, old friend. Have you been working out?"

"Ghostfreak?" Stinkbomb asked.

"Ugh," Gwen groaned. " _Major_ horror show."

"You ain't seen nothing yet!" Ghostfreak exclaimed as he flew forward and tried to possess Four Arms... without success as he simply splattered against his body, prompting him to just pull him off like the symbiote and tossed him away. "Hmm... it seems I cannot merge with either of you in your alien forms. No matter, time is on my side. You two will be human again soon enough."

"Well, we have a surprise of our own!" Max exclaimed as he brought out what seemed to be a flashlight-like gun that he lasted outwards, burning Ghostfreak where the blast grazed his arm.

"Daylight at night?!"

"Sun gun," Max explained. "Think of it as artificial sunlight. It projects a beam as bright as real light."

"Clever, Tennyson," Ghostfreak admitted. Max fired the gun again, but Ghostfreak was ready this time as he avoided it. "But not clever enough."

He then flew into Thumbskull, possessing his body and negating the beam's effect on him.

"As long as I am in a host's body, your weapon has no effect!"

He then charged Four Arms, who then dodged out of the way, sending him crashing into a statue. Four Arms then gave him a full body grab and performed an atomic suplex on him.

Frightwig face-palmed and shook her head as Acid Breath ran in.

Four Arms rammed Thumbskull through several stone figures on the campus lawn before he finally tossed him to the ground as Acid Breath glared.

Acid Breath glared outwards as he hocked up and unleashed his acid spit at Four Arms when Stinkbomb glared as she shouted out a cry as she pushed her brother out of the way as she took the hit for him, pushing her back as she looked herself over with a surprised look. She felt no kind of burn or even a sickness from it.

"Now we're talking," she smiled as she shook off the saliva with a glare. "You and me, pretty boy!"

Ghostfreak then phased out of Thumbskull and possessed Acid Breath who then glared as he unleashed a toxic cloud of breath around him that Stinkbomb ran right through it and inhaled the toxic gas like it was a breath of fresh air to her with a smirk.

She then dodged all of his swipes with a smile as she then reeled back her fists and punched him in the face with what felt more strength than normal as she then leaped up and swatted him away with her tail that felt like a huge hammer to the face to him as he flew back towards the stairs.

"Whoa," she said, staring at her paws. "Not only is Stinkbomb immune to poison; it actually makes her stronger!"

Ghostfreak then tried possessing Frightwig, who then walked forward, tossing the tour guide away as Gwen then shouted out as she and Allison jumped outwards and caught her as the three girls crashed against each other.

Gwen chuckled at the tour guide as she glared at her. "So... do I should I turn in my admissions application to the main office or just hand it to you directly?"

Ghostfreak used Frightwig's body to wrap her hair around Four Arms' legs, sending him crashing down as Stinkbomb ran over to her and raised her tail up and shouted out a war cry as she let loose a cloud of toxic gas that blinded Frightwig and glared outwards as she ran forward and swatted her in the face with her tail with a shout.

"Bring it!" Four Arms shouted as he endured her tossing her dreadlocks around like a cat o' nine tails before he pulled her towards him by her hair that wrapped around his fist as she glared.

Frightwig grinned at him. "You wouldn't hurt a lady, would you?"

Stinkbomb then smiled as she walked by. "Maybe he wouldn't... but me on the other hand..."

Frightwig was then tossed while wrapped around in her own dreadlocks once again as the twins glared at Ghostfreak.

"You can keep playing Musical Freaks all you want," Four Arms glared. "We'll just keep kicking their butts over and over again."

"You're right," Ghostfreak said as he phased out of Frightwig, looking towards Gwen. "Maybe I need a _new_ partner. Someone more... interesting for you two to battle!"

"Gwen, look out!" Stinkbomb shouted as Ghostfreak flew towards Gwen, who screamed in terror.

The twins ran towards her as Ghostfreak possessed their cousin as the tour guide ran away and Allison looked on helplessly as Ghostfreak chuckled.

"Too late! Let's have some fun!"

Ghostfreak then did a backflipping kick towards them as they dodged her and glared. He then did several jujitsu punches and kicks that they avoided with a glare as she tried to grab Stinkbomb's tail as she then gasped.

"So not cool!" she shouted as she yanked her tail back and hit Ghostfreak with it, causing Gwen's body to crash into the wall next to them.

Gwen's vision blurred as Four Arms and Stinkbomb approached with a glare.

"Get out of our cousin now!" Four Arms demanded.

"Ben, Jen? What are you doing?" Gwen asked before Ghostfreak took her over again and took the advantage. He then leaped up from his hands and kicked Four Arms in the face with a flying kick before backflipping towards the wall. He then used her body to crawl along the wall, stunning Four Arms, Stinkbomb and Allison as they watched.

"That shouldn't be possible!" Allison shouted.

"Well don't just sit there, follow her!" Stinkbomb shouted as Four Arms nodded.

"Right!" he said as he climbed the wall after Gwen/Ghostfreak.

Max walked up and noticed a ladder along the scaffolding and climbed up it to the roof, Allison following close behind as Stinkbomb sighed and leaped onto the small roofs and using her tail to flip off the ladder to the other walls, showing great parkour skills.

Ghostfreak reached the top as Four Arms followed and Stinkbomb flipped beside him as they approached. That was when the Omnitrix symbols started beeping down and they gasped.

"Ah, music to my ears!"

The Omnitrixes timed out, leaving the twins in their Omni Suits as they glared at their Ectonurite-possessed cousin as she walked towards them.

"Ben!" Max shouted, tossing his grandson the sun gun.

"Thanks, Grandpa!" Ben called as he aimed the sun gun at Ghostfreak and Jen charged up her energy blasts.

"Come on out so we can fry your pale butt!" Jen threatened.

"I have a better idea: drop the weapon so I can possess you and take over the world, Benjamin!" Ghostfreak shouted.

"Fat chance!" Ben said.

Ghostfreak smirked and flipped on top of one of the roof's pillar tops.

"Then you'd better hope your cousin knows how to fly!"

"You wouldn't," Jen whimpered as Ghostfreak started pacing back.

"Try me."

That was when the newly recovered circus freaks flipped onto the rooftop, surrounding our heroes as they looked on, concerned.

"The next sound you'll hear is the sound of your cousin's screams as she takes the big dive!"

"Do it," Jen sighed as she put her hands down, letting her energy dissipate.

"Fine, you win," Ben said as he threw the sun gun down.

Ghostfreak then smiled as he phased out of Gwen, who screamed at the sensation as Max ran over to comfort her.

"Eliminate them and the Osmosian too!" Ghostfreak ordered as the freaks nodded and ran towards them.

"What?! We had a deal, you Halloween reject!" Jen shouted.

"You made a deal with _me,_ not _them!"_ Ghostfreak said as Frightwig wrapped her hair around Max, Gwen and Allison as they struggled in their grip.

Ben's eyes instantly fell towards the discarded sun gun. He then dove for it, but Ghostfreak was too quick.

He went intangible and tried to merge with Ben, who struggled in his grasp as he shouted out in pain.

"Ben, no!" Jen shouted as she thrust her hand out and used her telekinesis on the sun gun and levitated it into her hand as she aimed for Ghostfreak carefully.

Suddenly, green energy leaked from Ben's Omnitrix, instantly charging it as Ben quickly activated it as Ghostfreak phased into him, just managing to slam the core down.

Ghostfreak then stood back up with a grin. "Together again? Just like old-" he then suddenly coughed out and spat Ben, who had transformed into Grey Matter out as Jen wiped the sweat from her brow with a smile.

"That's enough to make me gag too," Grey Matter sighed.

Frightwig gasped as Grey Matter hopped onto her head, freaking her out and causing her to lose her focus, freeing Max, Gwen and Allison as they sighed out.

"Get them you fools!" Ghostfreak shouted.

The Circus Freaks ran after him and were eventually reduced to scrambling around trying to catch him, looking like absolute fools. Thumbskull picked Frightwig up by her leg and tried hsaking her upside down.

Grey Matter dropped down and hopped onto Thumbskull's back.

"Where'd that little pipsqueak go?"

He turned around and Frightwig saw him on his back, prompting her to whip out her deadly locks, whipping her companion into the wall in a daze as Grey Matter jumped onto Acid Breath's head, causing her to do the same to him before he finally leaped onto Frightwig.

Thumbskull tried to take advantage and tossed a chunk of the building at her, knocking her back on her back.

Grey Matter then leaped onto Acid Breath, but he wasn't falling for it this time. He then brushed him off as he glared outwards.

Jen gasped as she saw Thumbskull attempt to step on her brother while Acid Breath breathed out a cloud of toxic vapor from his mouth. She then pressed her Omnitrix down and transformed into Frostblight as she flew outwards and breathed out her icy breath, blowing the toxic cloud as she flew up to Thumbskull with a glare.

"There is no version of this story where you three bozos are going to squish my brother," she said before she quickly grabbed her brother and flew him away with a determined look on her face.

Ghostfreak growled out as he saw his captives escape through the fire escape while the twins slipped through the cracks in the wall. He then followed through using his intangibility.

"Get them, you fools!" Ghostfreak shouted.

The circus freaks nodded and followed Gwen, Max and Allison through the fire escape.

Ghostfreak glared as he phased through the wall and into the building, where the twins were nowhere in sight.

"You can run, but you can't hide!"

* * *

The Circus Freaks entered the kitchen in pursuit of the others as Acid Breath glared.

"Split up. Find them!"

They split up as Thumbskull went into the refrigerator and started snacking on the next day's lunch.

Max and Gwen then took advantage of this and made a break for it.

Allison stood by and absorbed the stainless steel from one of the tables as she noticed Thumbskull shut the fridge to see Max's reflection in the glass.

He then glared out as he chased Max through the kitchen before he opened a door, only to find it led to the pantry- a dead end!

Thumbskull charged towards him only for him to be smacked aside by Allison as she got him into a headlock and punched him in the back before tossing him into the pantry and closed the door before she bent the door out of shape with a glare.

Gwen nervously looked as she saw Acid Breath walk by her as she crouched down nervously, but he wasn't fooled and tossed the shelf away with a smirk.

"It's just you and me, precious."

Gwen then took notice of the fire extinguisher next to her and smirked. "Bring it on, Stink Breath!"

Acid Breath inhaled, which prompted Gwen to take her chance and she fired the foam into his mouth before ducking behind him and smashed his head with a frying pan, knocking him out.

Frightwig then leaped up onto the stove and smacked Gwen aside with a sideways kick to the wall before she wrapped her up with her dreadlocks.

That was when her grandfather suddenly came up to her and plopped a large grease container on her, causing her to slip up from the grease that hit the ground as Allison came running up and gave a kick out to the circus freak as she slumped against the wall as she brushed herself off before dissolving her armor.

The girls looked up as Max gave a thumbs up as Allison sighed.

"I've always hated the circus," Allison said as she went back to her phone.

"That's expected coming from a goth," Gwen said with a sigh.

"Hey, I may be a goth, but I'm not that big of a goth," Allison said. "I can be cheerful. You've seen it, Gwen!"

* * *

Ghostfreak wandered through the rafters of the room the twins escaped into as they nervously hid from his view with a glance as Grey Matter started sweating until they heard the Omnitrix symbols beeping down.

"Oh man! Not now!" Ben shouted as the watches timed out, catching Ghostfreak's attention.

He dove after them as Jen gasped out and dove away from the rafters before she landed on the opposite rafter before she lost her grip and fell downwards before she quickly created an energy platform beneath her feet as Ben jumped away as she grabbed his hand and ran down, creating energy platforms beneath her feet as she hit the ground as she groaned.

"You okay?" Ben asked.

"Yes," Jen said. "It's just that I can't use too much energy at once or I pass out."

Ghostfreak chased after them, prompting them to run away as Ben crashed into a tool cart.

"Ben!" Jen shouted, concerned as Ben recovered, not harmed at all thanks to his Omni Suit, as he picked up a mallet and swung it at Ghostfreak, only for him to phase through it with a glare.

That was when the Ectonurite grabbed Ben with the tendrils coming out of his chest and tossed him away towards the metal support beams.

"Think about it, Ben!" Ghostfreak shouted, floating up to him. "With the power of the Omnitrix and your DNA, I will be unstoppable!"

Jen then squinted and saw a sliver of sunlight coming through the curtains as she smirked.

"Hey, Ghostfreak! Eat this!" she shouted as she fired an energy beam at him, zapping him away as she ran towards Ben on her energy platforms as she glared and took his hand. "On three?"

"One," Ben said with a glare as Jen prepared to toss him.

"Two," Jen said as she swung him back and forth.

"Three!" They both shouted as Ben grabbed the curtain and pulled it down.

"It's time you saw the light, freak!" Ben shouted as he pulled the curtain down, bathing Ghostfreak in sunlight, causing him to scream out in pain as Jen nodded.

She then shot her hands out and pulled the curtains down with her telekinesis as she leaped away and hit the ground next o her brother with a glare as she witnessed Ghostfreak.

He shouted out in pain from the sunlight as the pair gasped as his body lit on fire before crumbling into ashes in the light as they sighed in relief.

"Whew," Jen said as she sat down next to her brother as they removed their helmets with a sigh. "So glad that's over."

"You're telling me, I used to be him," Ben said as his sister sighed and looked to him.

"But now you only have 11 aliens. I still have 12," she said.

"I think I'm better off without Ghostfreak," Ben said. "I never did like using him."

* * *

Later, the police led the circus freaks away to the squad cars, Thumbskull in a metal body cast, Frightwig in a straight jacket with a hood to restrain her hair and Acid Breath was being wheeled away in a mask and dolly looking like Hannibal Lecter.

The tour guide from before walked by before looking to Gwen before giving a snobbish "humph" before walking away.

"Something tells me I am _so_ not getting into Bancroft Academy," Gwen sighed as Max laid a hand on her shoulder.

"You don't need this stupid school to prove you're smart, Gwen," Ben said.

"I mean, do you think that any of these eggheads could've brought down those circus freaks? You're better off without this school," Jen smiled as Allison and Max nodded with a proud smile.

Gwen gasped before she ran forward and hugged the twins with a loving smile. "That's the nicest thing you've ever said to me! Thanks guys!"

Jen sighed as she hugged her cousin back and Ben did the same as they eventually released as the twins smiled at each other.

* * *

 **Next time on Ben and Jen 10:**

 **Dr. Animo and the Mutant Ray**


	24. Dr Animo and the Mutant Ray

The Rust Bucket parked at the Everglades in Florida as Max, Gwen and Allison walked out and admired the area. ...Well, at least Max did.

"Looks like we beat the crowd," Max said, stretching and yawning.

"Yeah... Are you sure this is the right place, Grandpa?" Gwen asked.

"Positive," Max said. "Tomorrow, this place will be crawling with Gator Fest fans."

"I always hated Shark Week," Allison said. "I doubt I'll like Gator Fest."

Gwen groaned as she stepped into the mud of the swamp with a glare as Allison sighed.

"I know. I'm worried too."

Meanwhile, Ben smirked in mischief as he put up a screwdriver as Jen sat next to him and groaned as she strummed her guitar.

"What are you doing, bro?" Jen asked.

"Who knows how many other alien heroes are inside these things? I just have to figure out how it works," Ben said.

"You shouldn't mess around with these, bro. It's a disaster waiting to happen."

"Just chill out, sis. I know what I'm doing."

"That'd be a first," Gwen said walking over as she, Max and Allison walked over and Allison groaned and rolled her eyes.

"Okay, I'll be in the Rust Bucket," she said. "When the fiasco's over, come get me."

"Your sister is right, Ben," Max said. "I want you to promise me that you'll go easy on the Omnitrix. If you mess with it too much, who knows might happen to you? And to your sister?"

"Okay, Grandpa," Ben said.

"Now don't stay up too late, you guys. Tomorrow's a big day. Good night," he said as he and Gwen followed Allison back into the R.V.

Ben then immediately went back to work with the screwdriver and a determined look on her face as Jen then immediately lightly banged her head on her guitar.

Suddenly, the faceplate of Ben's Omnitrix popped off and landed on the ground nearby as the twins looked on.

"Oh no," Jen said.

Suddenly, their Omnitrixes started surging off green and pink energy as Jen slapped Ben upside the head as the energy engulfed them.

"I'm going to kill you, Ben!"

"Oh man," Ben said once the energy faded from them. "I am going to get so busted if anybody sees this!"

Jen then looked and saw her Omnitrix was malfunctioning as well, giving off small sparks of pink energy before it faded from view as she sighed.

Ben then walked over to the faceplate with a sigh.

"Ben, Jen?" Max asked as he walked out with Gwen and Allison in tow.

"What was that?" Gwen asked.

"Nothing good, I'm sure," Allison said, rolling her eyes.

Ben and Jen immediately played innocent as Ben held his faceplate behind his back.

"What was what?" Ben asked.

"What was that noise?" Max asked.

"Uh... lightning," Jen said.

"There's not a cloud in the sky," Gwen said.

"Uh, lightning got rid of them?"

"They're up to something, Max," Allison said.

"You two are so paranoid!" Ben said. "They're just trying to get me into trouble."

"Okay, that's enough," Max said. "Let's go, the four of you. Bedtime."

As they walked away, the twins looked at the discarded faceplate with a sigh.

"The Omnitrixes are linked, Ben," Jen said. "Any kind of malfunctions you cause to yours will affect mine too."

"I'm sorry," Ben said. "I'll find a way to fix it."

"You'd better," Jen said. "Because if you don't, it's your funeral."

They then walked back towards the RV, not noticing the plants growing from the still growing energy where the faceplate landed.

* * *

The next morning, Ben checked to see if the others were still asleep before silently walking out of the Rust Bucket and closed the door before he took his chewed bubble gum out of his mouth and his faceplate out of his pocket. He pulled the gum into a string and fit it around the rim of the faceplate and stuck it back onto his Omnitrix with a smile.

"There, good as new," Ben said.

" _What's_ good as new?" Gwen asked as she and Allison walked by, startling Ben.

"Wish I could say your face but it's the same as always, Gwen," Ben said.

"Is it just me or has the Florida heat fried your brain, Ben?" Gwen asked, walking off as Allison put her hands on her hips as Jen walked out with a yawn as she saw this.

"Okay, Ben. What's going on?" Allison asked.

"Nothing," Ben said as Allison glared.

"I'm not stupid, Ben. You're clearly hiding something," she said before she turned to Jen. "Luckily, I have a best friend who never hides anything from me."

"He popped the faceplate off his Omnitirx with that screwdriver last night," Jen said.

"Ben, you didn't!" Allison said.

"I'm sorry!" Ben shouted in panic. "Please don't tell Gwen or Max! Please!"

"Fine," Allison sighed. "I won't tell. Besides, it's going to blow up in your face anyway."

"I'm afraid of how it's going to affect mine," Jen said as she showed her Omnitrix, which was still not responding to any of her commands.

"I am too," Ben said as they followed Gwen around the RV when their jaws immediately dropped at the sight before them.

Gator Fest was totally underway with stands everywhere and cars and trailers parked throughout the swamp lands as well. There was gator juice stands, a toy stand, a fishing area for the kids with small gator stands in them, alligator po' boy stands, gator pelt handbags, you name it.

"Told you," Max said, walking away. "Let the gator fest begin."

They then smiled and walked towards the festival, not noticing a familiar frog creature with red eyes and two tusks lurking in the swamp behind them.

As they walked, the camera motioned to two fishermen fishing in the swamp as one of them dug in the mud for bait.

"Hey, Larry," he said. "Check out these weird worms I found."

He held up the worms in his hand that had Stinkfly's heads on them as they squirmed around in his grasp.

"Freaky," Larry said.

They then joined a crowd that held a bunch of eggs in them.

"You know, I think you kids are going to enjoy this," Max said. "This is a rare event."

"You mean like Ben changing his underwear?" Jen asked as Ben glared.

"Hey!" Ben shouted.

"Shut up! I live with you! It's gross!" Jen shouted back.

They then saw cracks form in the eggs as the baby gators hatched from them and chirped.

"Aw!" the crowd admired as before cheering once the gators crawled into the swamp.

"Aw, they are pretty cute," Gwen admitted.

"Alligators," Allison said. "They have them here down South. They don't have them in New York, so I've never seen them."

"They don't have them in California either," Jen said.

That was when the baby gators suddenly crawled back up to the shore and away from the swamp.

"Uh, what are _they_ running from?" Ben asked. "They're alligators."

"That's very odd," Max said. "What do you think'd make them do that?"

"I'll give you one guess," Gwen said, suddenly panicked. "And it goes 'ribbit!'"

The mutant frog from Washington D.C. suddenly leaped out of the swamp, sending the rest of the spectators running off in a panic while our heroes could only stare in awe, including Allison.

"No way," Jen said. "I recognize that croaker!"

"I do too!" Ben said. "That's Dr. Animo's frog!"

"Who?" Allison asked.

"He's this deranged scientist who experiments with animals. Turns them into these strange beasts," Jen said. "Trust me, he's completely insane. Not someone you would ever want to meet."

The frog shot its tongue out at them and the twins gasped as they rolled out of the way as they gasped.

"This is _so_ not my idea of leap frog," Ben said as Jen shook her Omnitrix off. "This looks like a job for the Omni Twins!"

Unfortunately, the faceplate slipped back off Ben's Omnitrix as the gum lost its adhesiveness.

Jen felt a presence behind them as they looked and saw a familiar face behind them.

Animo looked virtually the same as he did in D.C., only his Transmodulator now had two gorilla-like gauntlets.

"Dr. Animo!" Jen gasped. "How did-"

"I find you two?" he asked. "It wasn't difficult to track your alien exploits when you insist on helping people all the time, Omni Twins!"

"I was going to ask how you escaped," Jen said. "But that works too."

"You two thought you were such big shots after you stopped my mutated creations! But they were merely the beginning! I will not be denied my place in history! Not this time! Destroy them!"

The mutant frog immediately shot its tongue at them, prompting them to jump out of the way as Jen fiddled with her Omnitrix.

"Please work, please work!" she begged as she twisted the dial and pressed the button on the side as her body was instantly coated in her Omni Suit. "Hey, it worked!"

Ben then nodded and activated his Omni Suit. "The Omnitrix still works!"

"You're going back where you belong, Animo!" Max shouted, walking by.

"Never!" He then stuck out one of his gauntlets and shot out a red energy blast from it, prompting Max to dive out of the way.

"Okay, Animo! Party's over!" Ben shouted as he and Jen looked nervously at their Omnitrixes as they sparked out energy before nervously slamming down the cores, transforming.

"Ben, Jen? You're..." Max asked as Allison and Gwen looked on in awe.

"...Stink Arms and... Battle Head?"

The twins looked at each other in awe as they had transformed into a combination of Stinkfly and Four Arms and Battlefly and Diamondhead respectively.

Stink Arms mostly resembled Four Arms with a few of Sinkfly's characteristics. Four Arms' eyes were replaced by Stinkfly's eye stalks. He also had Stinkfly's tail and wings. He wore a shirt based on Stinkfly's suit and Four Arms's pants. Stink Arms wears the Omnitrix symbol on his face much like Stinkfly.

Battle Head mostly looks like Diamonhead, but with a couple of Battlefly's characteristics. Her body was coated in crystal, but had the humanoid butterfly shape and Battlefly's Battlefly's pink compound eyes, wings and antennae sticking out of her forehead. Her shirt is based on the top part of Battlefly'sleotard and her pants resembles the bottom half of Diamondhead's jumpsuit. Lastly she wears Battlefly's belt, where the Omnitrix's symbol is located.

"Four Arms and Stinkfly's bodies?" Stink Arms asked in Stinkfly's voice.

"Battlefly and Diamondhead? That's a match made in hell!" Battle Head shouted in Battlefly's voice.

Stink Arms leaped over the frog with a glare as Battle Head desperately flapped her wings, struggling to get off the ground due to the mass shift as she crashed face-first as she dodged the frog.

The pair then spied the discarded faceplate and sister glared at brother with venom-filled eyes.

"Must be another new alien!" Stink Arms suggested. "Now I can fly _and_ kick butt at the same time! Cool!"

"Wishful thinking, brother," she said. "My wings are too delicate to carry this mass!"

The frog then leaped onto the Tetramand hybrid and leaped up as he struggled to lift him up as he groaned.

"Either you've gained weight since last time or I'm not as strong as I used to be!"

His grip finally gave way under the frog's weight before he leaped away.

"Let's see you try that with me!" Battle Head shouted as she twirled her arms before she fired a cyclone blast that slightly blew the frog backwards before she nodded before she hovered off the ground with some difficulty as she shot her hands out and sent a few crystal shards at the frog as they shattered off the amphibian's thick skin.

Stink Arms tried hovering as well, but like his sister, he couldn't fly very far off the ground due to his body mass.

The frog then tackled him into the swamp, splashing water around and catching the attention of the gators as they struggled.

"Okay," Battle Head said a she put her hands to her head and tried to manipulate the plants only for absolutely nothing to happen. "Oh no!"

She then hovered into the swamp as she morphed her hands into blades and tackled the frog, stabbing at it with a shout as it chased her brother.

They then passed by the discarded faceplate as a stray crab crawled by it as it leaked out energy.

The frog bucked Battle Head off of him as she landed on the ground in a heap, hurt as she sighed.

"These two aliens don't work together!" she shouted. "I can't manipulate plant life and I'm so much weaker than Diamondhead usually is!"

Stink Arms then grabbed a gator sign off of the burger shack and swatted the frog away with it, sending it crashing by Animo's feet, inadvertently sending him crashing by the faceplate as he witnessed the crab grow Stinkfly's eye stalks and wings with a curious glance.

"Well, well," he said as he picked up the faceplate. "What do we have here?" He then spotted the twins nearby as he smirked and got onto his frog with a glare. "Let's go!"

The frog hopped away as she glared with its master in tow, disappearing into the swamp.

"That's right! You'd better run!" Ben shouted.

"So, Ben, why did you turn into some freaky alien combo platter?" Gwen asked.

Ben looked at the Omnitrix and saw that it was sparking out energy again and the faceplate was missing.

"What did you do to the watch?!"

"It's no biggie," Ben reassured. "It goes right back on. Now, where'd it go?"

They then started looking around the mud and dirt.

"It was right here. I saw it just before Dr. Animo and Froggie hopped out of... oh no."

* * *

That night, said madman was at an abandoned observatory as he walked on a huge stationary telescope that he had converted into a massive ray.

"Fascinating," he said as he placed the faceplate into a chamber within the ray as it closed up. "DNA-based yet with a power source unlike any I've ever imagined!"

Animo looked up and saw a large brown bat hanging from the ceiling.

 _"Eptesicus fuscus,"_ he analyzed. "What a perfect guinea pig! You shall be the first in a new world order courtesy of Ben Tennyson and Dr. Aloysius James Animo!"

He placed his gauntlets into the machine, firing it up as he aimed the ray at the bat as the machine rose into the air. The energy from the Omnitrix's faceplate charged up and fired a green beam from the ray, which blasted the bat, causing energy to pulse through its system.

"YES! Give my new creation life!" he bellowed out as the green energy shone out through the horizon.

* * *

The next night, the team drove through the Everglades on a speedboat as they looked out for Animo or his frog.

"We've been at this for hours," Gwen complained.

"We have to keep looking," Max said. "If Dr. Doolittle can figure out how to tap into the Omnitrix's alien DNA, who knows what could happen?"

The girls then shot a look at Ben as they continued to look out.

"I saw that," Ben said.

"Saw what?" Allison asked.

"Go ahead and say it, you three. You know you wanna."

"Say what?" Gwen asked.

"You know, the whole big "I told you so" speech about messing around with the Omnitrix and that you three were right all along and if I'd listened to you, we wouldn't be in the trouble we're in right now!"

"We didn't say a word," Jen smirked before winking to her best friend and cousin slyly.

"Yeah, but you're thinking it! Admit it! There's no way I'm waiting so just say it now and get it overwith!"

"I don't know what you're talking about, Benjamin," Gwen smirked.

"Grandpa! The girls won't say 'I told you so!'"

Suddenly, a roar sounded out through the swamp.

"I don't like the sound of that," Max said.

Suddenly, the shape of a giant bat flew out in the distance before its shape was revealed. Animo had mutated the bat with Heatblast's DNA. It was now giant and had Heatblast's rocky molten skin and molten webbing with its head ablaze with fire. He then flew in towards our heroes as they stood up for battle. He then fired a heat ray down towards them, grazing the water with a glare.

"Whoa!" Ben shouted. "It's Heatblast gone batty!"

"More like Heatbat!" Jen said.

Max continued to drive the boat as Jen fired her energy bolts at her and glared out as they dodged away.

"Gee, you think Animo's figured out how to use the power of that piece of the Omnitrix?" Allison asked.

"Okay, that was definitely an 'I told you so!'" Ben protested.

The boat continued to avoid the heat rays as Jen returned fire before she and her brother went to the Omnitrixes.

"We'll take care of Heatbat," Ben said, dialing in the Omnitrix.

"Guys, I don't think going hero is a good idea. You don't know what you'll turn into," Max said as he looked up at Heatbat. "Everybody duck!"

They all dodged the blasts as the twins went back to their Omnitrixes.

"If we don't try, we're going to get barbecued, Cajun style!" Jen shouted out as she crossed her fingers. "Please give me something that has Water Lily!"

They slammed the cores down and transformed before the lights faded.

Ben's form was a Diamondhead/Grey Matter hybrid that was slightly bigger than Grey Matter. He had Diamondhead's crystalline skin, as well as the spikes on his back and head. He had Grey Matter's eyes and mouth. He wore a uniform that was white with black cuffs on the left and black with white cuffs on the right, and wore the Omnitrix symbol on his chest.

Jen's form was a Frostblight/Needle Mouse hybrid that was a little taller than Frostblight. She also has Needle Mouse's brown fur, hair, quills and spikes but the spikes are now a pale blue. Needle Blight had Frostblight eyes and mouth. Also she wears a bodysuit similar to Needle Mouse's but with Frostblight's ballerina skirt on the waist part of the bodysuit and the Omnitrix symbol is below her chest just like Needle Mouse's.

"Oh man," Ben, or Diamond Matter said in a rougher pitch of Grey Matter's voice. "Diamondhead and Grey Matter? I'm a razor-sharp hood ornament!"

"Frostblight and Needle Mouse?" Jen, or Frost Mouse, asked in Needle Mouse's voice as she fluttered her wings. "I guess it could be worse."

That was when Heatbat swooped in and grabbed Diamond Matter with his massive clawed feet and carried him away from the boat.

"Ben!" Frost Mouse shouted as she fluttered her wings again and flew after the fire bat, only not as fast as usual due to the added mass from the quills.

Heatbat let loose some energy before he dropped Diamond Matter into the swamp-infested waters of the swamp before he surfaced.

"Ben, behind you!" Allison shouted.

Suddenly, from behind Ben, a gator popped up behind him and chomped down on him as Frost Mouse gasped.

"Oh no you don't, punk!" she shouted as she shot out her arms and fired several ice-coated quills down that hit the gator in the back, causing him to spit out her brother before he landed in her arms.

"Thanks sis," he sighed. "Could this get any worse?"

That was when they saw Heatbat swoop in suddenly.

"Me and my big mouth."

Heatbat tackled the twins, sending Frost Mouse off her balance. Fortunately, they landed safely back in the boat.

"You two okay?" Gwen asked the pair as they recovered.

"I think so," Frost Mouse said.

They then looked ahead and saw Heatbat closing in again.

"Hold on!" Max shouted as he engaged the clutch and the boat made a sharp turn, splashing Heatbat with water, extinguishing its flames.

Heatbat, in pain, flew away back to its master.

"Glad that's over," Allison sighed.

"It's probably headed back to Animo," Diamond Matter said. "Follow that mutant bat!"

"Guys!" Max shouted. "Road block up ahead!"

In the boat's path were a bunch of fallen tree branches and roots that would certainly destroy the boat.

"We'll clear the path!" Diamond Matter said as he morphed his arms and Allison absorbed the metal from her stray bullet.

Diamond Matter and Frost Mouse sliced up the tree branches with quills and diamonds while Allison sliced them apart when she morphed her hands into blades.

"I wish Diamond Matter was more of a health guy!" he shouted before the Omnitrixes timed out.

"Oh man," Jen sighed when she saw a large tree directly ahead.

"Grandpa, hard left!" Ben shouted.

Max made the sharp turn, sending them all sprawling down on the boat's floor before recovering once they saw the clear path.

"Where'd Heatbat go?" Allison asked before Gwen spied the mutant bat in the distance.

"Over there!" she said as she spied the abandoned observatory in the distance. Max pulled the boat up to the observatory as the others looked on.

"Looks like an old observatory," Max said.

"What's an observatory doing in the middle of a swamp?" Jen asked.

"Without the lights from the city, the stars are brighter and can be seen more clearly," Gwen explained.

"Oh, thank you, Ms. Know-it-All," Ben said. "I bet you three are just dying to tell me how I screwed up."

"Not at all," Allison said. "This is the most fun I've had in years."

As Max brought the boat into the wreckage of the observatory, they looked up and gazed at the giant telescope ray in awe.

"Animo has been busy," Max said.

Soon, the mutant frog burst out of the water and crashed into the boat, sending our heroes sprawling onto the wooden deck above them with a groan.

"You really should've knocked," Animo said from above as he sat on the chamber of his ray. "It is impolite to sneak up on someone like this."

"You've got something that belongs to me, Animo!" Ben shouted. "And I want it back!"

"Ah, yes. Interesting piece of technology. Its potential power is virtually unlimited! I will put its alien DNA to good use."

"What do you mean 'good use?'" Allison asked.

"With this telescope, I'll be able to bounce my transmodulator's signal off of a satellite and blanket the planet with its power, creating a new, more interesting world order!"

"Okay, science project's over, Dr. Quack!" Jen shouted. "The Omni Twins are here to stop you!"

"Oh, but it's just beginning, Jen Tennyson," Animo said."In fact, you should be privileged to be the first _human_ test subject!"

He laughed maniacally as he put his gauntlets in the machine and fired it up. The faceplate activated the ray's power and Animo fired it right in Jen's path.

"Jen!" Max shouted as he pushed his granddaughter out of they way as the ray struck him.

Max fell to the floor as the kids looked on in disgust as they saw he was mutated into a Stinkfly-like maggot creature with Stinkfly's eyestalks and a slug-like body that secreted slime.

"Oh man," Allison said, trying to hold back the bile that was building in her throat. "That is _so_ wrong."

"If I had just listened to you guys about messing with the watch, this never would've happened," Ben said.

"Forget about that, Ben," Gwen said. "Right now, we need a plan."

"A successful plan indeed," Animo said from above. "But as a scientist I must be sure."

Ben and Jen nodded and started dialing in the Omnitrix.

"You've got to be kidding me!" Allison said. "You two are going alien again?"

"If we don't try, that's going to be all of us," Jen said, gesturing to her grandfather.

The twins then saw the mutant ray being aimed at them and they gasped as they dodged and Jen put up a forcefield to block the ray, before they ended up at the feet of the mutant frog, who growled at them. They then turned around and found themselves cornered by Heatbat, who screeched at them.

"Hero time?" Ben asked.

"Go for it," Jen said as the each slammed down their Omnitrixes, turning into two new hybrid aliens.

Ben was a combination of Heatblast and Ripjaws. He had Ripjaws' torso, head and tail flap, but has Heatblast's arms and legs. And Ripjaws' dorsal fin was replaced by flames.

Jen was a combination of Firefly and Blossom Rose. She had the torso, waist and upper arms of Blossom Rose, but also had Firefly's lower arms, legs, wings and large abdomen and the crown-like horn on her head is replaced with Blossom Rose's budded flower. Finally, she wore Blossom Rose's plant-like dress and the Omnitrix's symbol is on her forehead.

"Heatblast and Ripjaws?" Ben, or Heat Jaws, said in Heatblast's voice. "Not the best combo."

"Blossom Rose and Firefly?" Jen, or Fire Rose, asked in Blossom Rose's voice as she looked at the glowing orb on her abdomen. "Not as great a combo as you guys would think."

"Well well," Animo said. "A walking fish fry and an insectoid plant?"

"Turn our grandpa back to normal or so help me-" Heat Jaws said as he ignited his hands in flames before they immediately extinguished themselves.

"Oh man," Fire Rose said.

"Ah, looks like _you're_ the ones who are going to need help."

He fired up the ray again and blasted the twins with it, engulfing them in green light.

"No!" Gwen and Allison shouted.

The ray's light then dispersed and Animo removed his glasses to reveal the twins... looking completely unchanged from the ray.

"Hey, nothing happened," Fire Rose said.

"Hmm, it seems your already altered states have made you immune to the ray's effects," Animo examined. "Pity. Instead of giving you new lives, I'll have to settle for taking away your old ones! Finish them, my pets!"

The frog swatted them backwards with its tongue and into the claws of Heatbat, causing them to fly away as Fire ROse glared.

"Okay, Fire Rose," she said as she sighed and bared her lower arms' claws before she reached up and swiped at the claws of Heatbat.

Heatbat screeched in pain, letting go of her as she immediately started flapping her insectoid wings and started flying in the air. He then let go of Heat Jaws, sending him crashing into the wall and he groaned in pain.

"Okay, I'll fight fire with fire," he said as he sent his heat rays out of his hands, which immediately caused him to start sweating from the effort as he stopped, having done no damage to Heatbat.

"Guess that's one power useless," Firefly said.

Heatbat turned around and fired a ray at her, which sent her crashing down to the ground below and at the feet of the mutant frog.

"Okay, you've got plant powers and fire powers," she said as she looked to the water and shot her hand out. The plants and seaweed in the swampy waters as well as the moss growing from the observatory's walls immediately shot out and binded the frog down as she smiled and started flying back up as she fired her heat ray from her abdomen at it, briefly knocking it out.

She then briefly walked towards the water and tried to sip some up in her hand before it immediately burned her touch.

"Okay, let's not use water to increase Blossom Rose's powers," she said as she shook her hand off.

Heatbat swooped down and tried to smash Heat Jaws under her feet as he glared and looked by and saw a loose plank of wood in the ground. He then picked it up and whacked the mutant bat with it, sending it crashing down into the water.

Suddenly, the mutant frog recovered and shot its tongue out at Heat Jaws, ensnaring him and sending him crashing all throughout the wrecked observatory and into his sister in a heap.

"Okay, I don't like this ride," Heat Jaws said before the mutant frog broke out of his plant bindings.

He then sent his tongue out which grabbed Fire Rose this time sent her on the same trip as her brother before she ignited her hands in flames and touched the tongue, burning the frog's tongue and causing it to release his grip on her and sending her crashing down into the floor, where she groaned out in pain.

Heat Jaws wasn't faring much better as he was starting to go dry, his gills flexing in and out as he gasped for breath. "Need... water..."

Meanwhile, Allison and Gwen ran away Animo aimed his ray at them as Allison glared as she looked back at the madman.

"Welcome to my world," he said as he fired the ray at them as they immediately ducked under the blasts and Allison absorbed the material from her emerald as the blast bounced off her armored form and hti the wall by her.

"Huh," she said with a smirk.

"Blast!" Animo glared. "The ray is useless on inorganic matter!"

He then glanced over at Heatbat as it crawled out of the water, its flames extinguished.

"Get the girls!" Animo ordered.

Heatbat then nodded and flew upwards, growling all the while as he flew upwards towards Gwen and Allison as they gasped upwards and ducked under Heatbat as it swooped over them before they glared and dodged under a fallen piece of wood that Heatbat simply burst through with a screech.

"This is seriously driving me bats!" Allison shouted as she absorbed the material from her crystal and slammed Heatbat in the head.

Heatbat screeched as he broke out of the wood and continued to chase the girls.

As the chase was happening, Animo examined as the twins lay helplessly on the ground as he examined the satellite going into position overhead as he smirked.

"The satellite is moving into position. Who says one man can't change the world?!"

As Heatbat continued the chase, they saw a loose piece of wood on the ground and nodded.

"Any ideas?" Allison asked.

"Yeah, jump," Gwen said.

"Are you crazy?"

"Do you want to deal with Batsy?!"

They loked to see Heatbat closing in on them.

"Well, when you put it that way..."

They then leaped off of the plank and shouted out and jumped onto the telescoping ray before they saw a panel with a caution sign on it. Gwen then removed the panel and they both hid inside the telescope.

Heatbat screeched as it stuck its head inside the panel as the girls crawled through.

"You haven't won yet, Animo," Gwen said.

"If I can to the power source, I think I can drain the energy from the ray."

"But you said you don't absorb energy," Gwen said.

"Desperate times call for desperate measures," Allison said as she clenched her hands open and closed.

Heat Jaws desperately crawled towards the water... to no avail as the mutant frog hopped up and kicked him back into the wall as Fire Rose groaned as she stood up and punched her fist on the ground.

"That's it! No more Ms. Nice Alien!" she shouted as she flew forwards and slammed both sets of her fists against the frog, sending it back somewhat as she growled and punched without quitting. "Stay! Away! From! My! Brother!"

Heat Jaws recovered as he and his sister double teamed him with their heat rays that blasted him away and sending him unconscious into the wall.

Heatbat then recovered and saw the twins as it then swooped downwards and grabbed Heat Jaws and flew him around the observatory, causing him to crash into the wall as Fire Rose then flew upwards to try to save him.

"Can't... breath..." Heat Jaws said. "Maybe this fire with fire thing wasn't such a good idea."

He then chomped down on Heatbat's leg, causing it to let go as Fire Rose caught him before she tossed him into the mutant frog, causing both Heat Jaws and the frog to go crashing down into the water below. He finally heated up his arms and fianlly defeated the forg, sending it unconscious into the water.

He then heard a screeching from above as Heatbat flew in as Heat Jaws glared. He then activated his heat powers, causing the water below to start to boil before splashing upwards and soaking Heatbat as Fire Rose flew behind it and tackled it, sending it crashing into the wooden floor below it as Heat Jaws struggled to lift the frog's unconscious body off of him as he recovered.

Fire Rose flew by with a glare as she looked up at the ray.

Gwen and Allison climbed through the inner workings of the ray, trying to find the faceplate.

"Come on! Where are you?" Allison asked.

Suddenly, the ray was shifted into the right position to line up with the satellite, sending the girls tumbling backwards before Allison grabbed onto a loose cord and grabbed Gwen's hand.

They then saw the green light approaching as the ray activated.

"Not good!" Gwen shouted.

"Hold on!' Allison said as she grunted out in effort as electric energy began to dance around her fingers with a shout outwards in slight pain.

"The moment is here!" Animo exclaimed. "The next evolution will be televised!"

That was when two heat rays collided with the ray as the twins glared out as Fire Rose flew upwards and Heat Jaws glared.

"Change our Grandpa back or we'll boil your butt!" Heat Jaws shouted.

"And ruin my best work? Forget it! But I will give him some company: like the entire planet!"

He then put his gauntlets back into the machine, only for it to die out.

"My mutant ray!" Animo exclaimed. "What happened?"

That was when Gwen and Allison hopped out of the ray as Allison sliced a hole in it with her blade arm.

Gwen smirked as she showed the faceplate. "I just borrowed this back. Is that a problem?"

"And I just absorbed the energy from your ray," Allison said as she then looked to Max.

"Give me that back! Only my genius can utilize that power to its full potential!"

Animo started crawling on the telescope after the ray before he was blasted off by a solar beam as he cashed down to the ground with a pained groan.

The camera shifted to Fire Rose as her flower bud closed up as she glared and dusted herself off.

"Are you guys okay?" Allison asked.

"We are," Heat Jaws said as he walked up to the still mutated Max as his sister flew down to meet him. "But I don't know we can say the same about Grandpa."

"What are we going to do?" Gwen asked as Allison looked at her hand to see the energy still dancing around her fingertips.

"I don't know," Heat Jaws said. "You three were right about everything. I just wish I could take it all back. Reverse everything I've done."

Allison gasped. "Ben, that is the smartest thing you have ever said to me."

She then jumped back downwards towards Max with a smile as she stuck her hands out to him.

"Stand back."

"Are you mental?" Fire Rose asked. "You don't know what the ray's energy will do to him."

"It couldn't be any worse than what he is now," Gwen said as the others stood back.

"Proceed," Heat Jaws said.

"3..." Allison counted as she put her hands onto Max. "2... 1!"

She then shouted as she discharged the ray's energy onto Max with a glare and a slight bleed from her nose as she shouted out in pain as in a flash of green light, Max was transformed back to human form as Allison collapsed onto her back with a sigh of relief as she stared up to the stars in the sky.

"Grandpa, you're back!" Fire Rose said as she hugged Max with all four of her arms.

"What... where did I go?" Max asked.

"What did you do?" Heat Jaws asked Allison as she stood up with a sigh.

"I just reversed the charge of the energy and hoped it would do the trick," Allison said. "I just wish we could do the same for you two."

"Hey," Heat jaws said as the Omnitrixes began to time down. "Maybe we can. Quick, toss me the faceplate."

Gwen did so as Heat Jaws caught it and placed it back up to the symbol as the watches timed out, only now the faceplate was reattached permanently.

"It worked! Good as new!" Ben said, showing the Omnitrix as Jen cycled through her aliens normally with a sigh.

"Sweet relief," she said.

"Why do I have this strange craving for rotten eggs and sugar water?" Max asked as Allison looked at the others.

"So what's different?" she asked.

"Oh, Ben," Gwen said as she crawled down as Jen and Allison joined her in front of Ben and on either side. "We almost forgot."

The girls then leaned in with a smirk at Ben. "WE TOLD YOU SO!"

"Yep, saw that coming," Ben shrugged.

* * *

After delivering Animo to the authorities, they continued on their way as the Rust Bucket drove down the road.

"I feel like I'm watching a rerun," Gwen said as she watched Animo being detained by the police once again.

 _"You have not seen the last of me!"_ he said over the television.

"Yeah, I wish," Allison said as she turned the TV off.

"Do you think he's learned his lesson?" Max asked. "Don't mess around with the Tennysons."

"I'm not sure," Jen said as she spied Allison's hand straying towards her watch before she grabbed it in midair. "I don't think so. I'm not an idiot, Allison. That ray was powered by Omnitrix energy."

"You're right," Allison gasped. "I absorbed the watch's energy. Energy is like a drug to me and Kevin. I knew I shouldn't have done it."

"You'll be okay," Jen said. "It should subside in about a week off of it. But you are not going to lay a finger on either my or my brother's Omnitrixes as long as I'm still standing."

"Good idea," she admitted, rubbing her sleeve.

"At least Ben learned something," Gwen said. "Right Ben?"

They gasped when they saw Ben at the screwdriver again.

"I was thinking maybe I could rig this thing so I could become even more weird alien combinations whenever I want," he said. "Like Diamondmutt or XLRBolt."

"Ben!" the rest of the Rust Bucket's occupants chided.

"Just kidding," he said with a chuckle.

* * *

 **Next time on Ben and Jen 10**

 **Back with a Vengeance**


	25. Back with a Vengeance

The Megacruiser was travelling through the deepest recesses of space with the gladiator matches going on inside to the galaxy's entertainment... just as Slix Vigma had planned.

As they passed through an asteroid belt, a claw shot out of the ship and hooked onto one of the giant chunks of ice that had the silhouette of a very familiar figure inside of it.

The claw pulled the ice into the ship, with some of the alien gladiators at the controls of the claw.

That was when the ship's champion burst into the room with a glare as he approached the ice with a glare and clenched fists.

"Wherever I went in the galaxy, no matter who's butt I kicked, one name kept coming up over and over again:" Kevin said with rage.

Said mutant human walked up to the ice and placed his molten hand on it, melting the ice and revealing the face of...

"...Vilgax."

The other gladiators immediately recoiled back in fear as they stepped away from the ice as Kevin stood there.

"Looks like we have a lot in common. We both have a little beef with two little snot rags named Ben and Jen Tennyson. And if you're as bad as they say you are, then you're just what I need to take the pair of them out. For good. And my goody-two shoes sister along with them."

* * *

Meanwhile, a Null Void guardian flew through said void with not a care in the universe before an arrow was fired through its throat, killing it instantly as it finally landed at the feet of the young huntress on the ground as she took a knife from her belt and started to skin it alive as she glared.

"Five years," she monologued to herself. "Five miserable painful years of hunting these creatures. Doing anything I could to survive. I just want it to end! I want no more part of the Null Void. I want to go home! I'm sure that Mom and Dad have been worried sick about me no doubt. I must have been declared legally dead by now. But most of all, I'm sure that Gwen was the most broken-hearted when I went missing."

She then stood up after harvesting the meat before she wrapped it in the skin of the guardian before she glared and hopped off her rock onto another one where her camp was settled before she sighed.

"No matter. I can feel it in my bones that something is coming. I have no idea what it is, but it's something. It's going to mark me, Rebecca Noel Tennyson as the one who escaped the Null Void for good! I will not endure this place for one day longer!"

* * *

At Niagara Falls, the group was on a boat, admiring the Falls' beauty and majesty. Even Allison was having a good time, knowing that she was safe and sound in the boat with a smile.

"How can you not admire the beauty and raw power of nature?" Max asked as the girls looked over to the twins.

"I don't know," Allison said. "Why don't you ask the twins over there? They seem to have an idea."

Ben and Jen were sitting on the edge of the boat, trying out different combinations of their Omnitrixes as Max groaned.

"Ben, Jen, can you guys pay attention to anything other than those watches?" Max asked.

"Don't worry, Grandpa," Ben said. "We're just trying to find out how to control them better."

"And I'm trying to make sure he doesn't do something with his that he shouldn't," Jen said.

"Get real, guys," Gwen said. "There must be a billion command combinations on those things."

"Yeah, so?" Ben asked as Gwen groaned and looked back onto the area with a glance.

"It's times like this that I really miss Becky," Gwen sighed.

"I'm sure she's looking for you wherever she is," Allison said, putting a hand on her friend's shoulder. "You said she looked nothing like you. How do you know that you're twins?"

"This," Gwen said as she pulled her shirt collar down and revealed that she had a very peculiar birthmark on her collarbone. "She has the same birthmark on her collar. That's how we know we're twins."

"It seems like it would be fun to be a twin," she said. "I just hope Kevin's okay in the Megacruiser."

Suddenly, the twins hit a peculiar combination on their Omnitrixes which caused them to glow white and spin around to different alien combinations as they looked at them oddly.

"Uh-oh," Jen said. "Please tell me that we didn't bust these things again? I can't handle another fusion alien situation."

"Or," Ben suggested. "Maybe it's some kind of upgrade?"

Without warning, after the words left his mouth, he transformed into Upgrade while still wearing his life jacket.

Jen shot back in her seat as she stared wide-eyed. "No way! You didn't even touch it!"

 _"Unless,"_ Upgrade suggested. _"Maybe now we don't need to?"_

"Let me try," Jen said, clutching her hands before she spoke out. "Needle Mouse."

She then transformed into Needle Mouse with a flash of pink light with a grin.

"Firefly!"

She transformed into Firefly as Ben transformed into Diamondhead.

"Cool," Diamondhead said. "This rocks!"

They then transformed into Stinkbomb and XLR8.

"We must have finally unlocked some kind of Master Control thing," Stinkbomb said.

They then transformed into Heatblast and Four Arms.

"Now we can alien-" Heatblast started as they transformed into Wildvine and Battlefly.

"Just by thinking about it," Battlefly finished.

They then finished by transforming into Wildmutt and Frostblight as they looked out on the edge of the boat with a glare.

As this was going on, another tourist turned to Max.

"Excuse me," he said. "Would you mind taking a picture of me and my wife?"

He then gasped as he saw Wildmutt look up from his perch as Frostblight face-palmed on him. He then stumbled back in fear before falling off the edge of the boat and into the waters below.

Frostblight then transformed into Mermaid as they looked up and saw Wildmutt transform into Stinkfly.

"No problems," Mermaid said. "The Omni Twins are on the case!"

She then dove down into the water after the man and then picked him up before instantly transforming into Firefly and then flew upwards with a smile and a euphoric laugh as Max, Gwen and Allison looked on below.

"Did Jen just transform directly from Mermaid to Firefly?" Allison asked.

"Yeah, she did," Max said. "But that's impossible."

"Not anymore!" Stinkfly said from above as his sister transformed into Battlefly as she held the man in the air.

"I don't mean to be a bother, but I think I'm going to be sick," the man said.

"Oh, right. Sorry," Stinkfly said as his sister set the man back on the boat.

"Say hello to the new and improved Omni Twins!" Battlefly smiled as she and her brother hovered in the air.

* * *

"The legendary Vilgax," Kevin boasted as he paced around the still-frozen warlord. "You don't look so tough."

Literally, as soon as the words left his mouth, Vilgax recovered from within his icy prison and immediately broke out, giving Kevin an uppercut in the process with a shout and causing the mutant human to land on his back.

"Underestimating me is a grave mistake, young one," Vilgax said as he activated his steroid pumps, causing his muscle mass to increase exponentially. "And the last you'll ever make!"

He then picked up a huge piece of rubble from the ship and tossed it at Kevin, knocking him over, before it went flying out the window, causing the air to start to leak out of the airlock of the ship.

Kevin then shot his Diamondhead crystals at Vilgax, which he easily smashed through with no problem.

He then tackled Kevin out the open indow and into the arena down below with a shout of effort downwards. He grabbed Kevin by his tail's stinger and spun him around before tossing him into the wall.

Kevin retaliated by flying away and he then flew downwards, giving him a flying kick down, connecting his sphered foot to Vilgax's face.

Vilgax recovered and tossed Kevin off of him as he backflipped back to his feet. Kevin then flew forwards and gave him blow after blow with all four of his massive arms before Vilgax caught him with a right hook to the gut, knocking the wind out of him before delivering an uppercut, sending him flying away and onto his stomach.

"I just saved your large alien butt," Kevin said. "You should be grateful!"

"Vilgax owes allegiance to no one!" he announced. "Especially some misshapen amalgam of creatures... from the Omnitrixes." Vilgax's eyes widened as he glared at Kevin. "What do you know of the Omnitrixes?"

"If you mean those watches that turn Ben and Jen Tennyson into those alien heroes, plenty. Now back off!"

"You may be of some use to me after all."

"You took the words right out of my mouth, pretty boy."

* * *

Meanwhile, Max, Gwen and Allison sat down at a table having a snack before Gwen saw her strawberries and cream get slimed from up above.

"Gross!" she exclaimed as she looked up. "Ben!"

Stinkfly laughed in the air as he flew away with Battlefly following with a sigh and a glare.

"You've been Stinkbutt for hours!" Allison said. "You two should give it a rest."

"No way. Now that we can stay alien for as long as we want, it's time to cash in," Stinkfly said.

"Ben, you know the old saying," Battlefly said, shaking her head before she flew back down and took some money out of her pocket and leafed through it. "Although it does have some perks. And no, I didn't steal this guys. I was paid for by giving rides to tourists as Firefly."

"Guys, you know that you're public heroes now," Max said. "Being a hero isn't about making money. It's about doing the right thing."

"I know," Battlefly sighed. "It's just nice to get a little compensation once in awhile."

"I understand, kiddo," Max said, laying a hand on his granddaughter's shoulder.

"I never thought I'd say this, but I'd rather see your dorky face for a change!" Gwen shouted to Stinkfly.

"Gwen's right, Ben," Max said. "Just because you two can be aliens all the time doesn't mean you should be aliens all the time. We still don't know if there are any hidden consequences."

"Okay, Grandpa," Stinkfly said. "I'll take it easy..."

He then flew away, leaving the others to their snacks... right before Ben showed back up as XLR8 and sped by and grabbed Max's strawberries and cream.

"... For a millisecond. Times up!"

He then sped away from the group as Battlefly sighed. "I'll go get him."

She then transformed into her own XLR8 form and sped off after her brother.

"Ah," Max sighed. "So glad we had this chat."

* * *

Meanwhile, Vilgax held a DNA scanner up to Kevin, analyzing his mutated DNA.

"Interesting," he said. "Your DNA has clearly merged with that of the Omnitrixes. Just like that of the Tennyson Twins."

"Yeah," Kevin said. "Thanks for the lesson, professor. Now when do I merge my fist with the twins' and my sister's faces?"

" _After_ you remove the Omnitrixes."

"Fat chance. I've tried."

"As have I. But with my expertise and the DNA you share with Ben Tennyson, we can now succeed!"

"Listen to me, Vilgeek! I don't take orders. And I could care less about some stupid watches. I just want revenge on the little twerps wearing them."

"Which you stand a far better chance of achieving if they're not wearing the Omnitrixes."

"So what are we waiting for?"

"Patience. We can only track them when the Omnitrixes are in use."

At that point, they heard an alarm and looked towards the ship's radar to see a green pulsating dot sounding out.

* * *

Gwen and Allison looked out to see the view from the bridge overlooking the area only for Ben as Wildvine to jump above them, wrapping his vine-legs around the barrier and bungee-jumped downwards before shooting back up with a whoop and scaring Gwen as Max took his pictures.

This continued for a bit with the twins posing as various aliens in the pictures such as Wildcat and Heatblast, Firefly and Wildmutt, Frostblight and Four Arms, and Grey Matter on the lens, with Jen as a human shaking her head.

Gwen later purchased ice cream from a stand, only for Heatblast to melt it, causing Ben to laugh at her and Frostblight to get her revenge by shooting him with a blast of cold air.

Later, the group was on a gondola overlooking the falls.

 _"And if you look below, you'll see a steel barge that has been marooned in the rapids since 1918,"_ the tour guide said over the P.A.

They all then heard a hocking sound as they looked to see Ben as Diamondhead hock a loogie down into the river.

"What are you doing?" Allison asked.

"An experiment," Diamondhead said. "I'm trying to find out which alien can hock the best loogie."

He then morphed into Heatblast, who spat out a fireball down into the river.

"Definitely Heatblast."

"Seriously, bro?" Jen asked. "We finally unlock the ability to transform instantly and be aliens for as long as we want and this is what you're doing with it?"

"Sorry, I'm just taking advantage of our new gift."

"Our gift is to be used for others, not ourselves," Jen said.

They then passed by another gondola on the opposite cable, who looked weirdly as Jen quickly ducked beneath the bars and put her Omni Suit on before shooting back up with a nervous wave to the couple on the opposite side.

"I don't know them," Gwen said.

Suddenly, they all felt a thud on the roof of the gondola.

They then looked up to see Kevin rip the roof off of the gondola with a smirk.

"But _we_ do," Kevin smirked.

"Kevin?!" Allison gasped out.

Vilgax then showed his ugly face and snatched the twins through the area as they squirmed and wriggled in his grasp. He then touched a claw to Heatblast's Omnitrix symbol, causing him to transform back to Ben, who quickly activated his own Omni Suit.

"Vilgax too?" Jen asked.

"Indeed. And we know all of your secrets! Both of you!" Vilgax shouted.

"Kevin? Vilgax?" Ben asked.

"You're-" Jen started.

"Alive," Kevin finished. "And about to kick your butts!"

"So that's Vilgax," Allison sighed from inside the gondola. "Your descriptions of him can't do him justice to how ugly he is."

"I never took you for one to take up an apprentice, Vilgax," Max said.

"Silence, Tennyson!" Vilgax shouted. "Once these containment fields neutralize the Omnitrixes, grab them."

"Don't do this, Kevin!" Allison shouted. "I know you're better than this!"

"I said never tell me what to-" Kevin began before a flash of green and pink light flashed out and the twins vanished from sight. "Hey! Where'd the twins go?"

Vilgax released his grasp to see the twins vanished. He then saw Frostblight trying to get away while holding Grey Matter, but he quickly caught them.

"You two can't escape me that easily," Vilgax said... just before another flash showed out and Diamondhead and Stinkbomb appeared and knocked him back with a strong whip of Stinkbomb's tail.

"Guess again," Diamondhead said.

Vilgax was sent careening off the edge of the gondola, quickly grinding his claws into the frame and hanging off the edge.

Diamondhead went into battle with Kevin, socking him in the gut before he gave him a blow to the chest as Stinkbomb jumped in with a glare as she unleashed a cloud of toxic gas from her rear, enveloping Kevin with a gag as Diamondhead used the haze to his advantage, shooting his crystals at him, pounding against him painfully.

"What's this? The children have gained new control over the Omnitrixes," Vilgax realized.

Kevin was sent careening into the support beam of the gondola, releasing it before he stumbled off of the edge, but not before wrapping his tail around Diamondhead's foot, sending him off with him.

"Ben!" Stinkbomb shouted as she leaped off the edge of the gondola and transformed into Firefly and shot her heat ray out from her abdomen, blasting into Kevin as he hit the water below and she grabbed her brother.

"Thanks, sis," Diamondhead said as he transformed into Stinkfly to continue her flight as Kevin slammed into the steel barge trapped in the rapids below.

"No proble-" Firefly said before Vilgax tackled her from below, causing the three of them to crash into the barge as well, loosening it from the rocks holding it in the rapids.

Stinkfly gasped and flew in to help, leaving the other three still concerned on the gondola.

Speaking of which, they felt a jolt from above as the bolts fell out of the safety latch attaching the gondola to the cable above.

"Crap!" Allison shouted.

Meanwhile, Vilgax was tossed into Kevin as Firefly morphed into Four Arms with a glare as she cracked her knuckles and her neck. She then shouted out as she transformed into Water Lily and blasted them with her water streams off of the barge as they held on with their sharp claws.

She then gasped once she saw the cables snap from above as Stinkfly flew in with a smile.

"Ben, we need to save the others!" she shouted.

"Right!" Stinkfly said as his sister dove into the water with a flash of pink light.

XLR8 then sped on the water towards the others as she ran away towards the gondola before she transformed into Battlefly and flew beside her brother as they both flew to the gondola and saved the others, Battlefly carrying Allison and Gwen and Stinkfly carrying Max.

"Head down!" Battlefly said as they flew to the bridge.

Vilgax and Kevin growled at that before looking ahead and they saw the barge go over the waterfall, sending them screaming as they fell.

The twins then flew upwards and placed Gwen, Max and Allison on the area with a determined look as they transformed back to human form.

"We're going after Vilgax and Kevin," Ben said.

"Ben, Jen, you can't beat them both," Max warned. "Together, they're too powerful."

His warning fell on deaf ears as they each transformed into XLR8.

"Just watch us," Jen said as they both sped away.

"They sound pretty confident," Allison said.

"Yeah, too confident," Max said. "That's what worries me."

Vilgax and Kevin recovered on the rocks at the bottom of Niagara Falls as Vilgax took out his scanner and saw the green and pink dots at precisely their location.

"We should be right on top of them," Kevin said.

"Or..." Vilgax said as they saw a shadow looming down and saw Cannonbolt falling on top. " _They're_ on top of _us_!"

Cannonbolt crashed down, sending the pair of them into the water again as he uncurled and revealed Jen as Frostblight inside him as she glared.

* * *

Meanwhile, Max pressed his hand to a scanner, causing a secret compartment in one of the shelves to come down and open up.

"I stashed something here that should take care of both Vilgax and Kevin," Max said as the compartment opened to reveal...

"The Null Void Projector?" Gwen asked. "But I thought we left that back at the Plumber's bunker in Mt. Rushmore."

"I decided it might come in handy again someday. Unfortunately, I was right."

"Oh boy," Allison said.

* * *

At the bottom of the falls, Cannonbolt and Frostblight hid from view as he saw Kevin imitating a chicken as they glared.

"Come on out, Tennysons, you chickens," Kevin said.

"Enough with your foolishness!" Vilgax glared as he saw the Rust Bucket pull up with Max, Gwen and Allison setting up their rig. "The old man and two girls are the key. Once we have them, the twins will come to us."

Kevin smirked as the pair left the area, leaving the twins concerned.

* * *

Back with the others, they were almost ready when Vilgax and Kevin showed up in front of them.

"Max, we've got company!" Allison shouted as Max gasped once he turned around.

"When I have the Omnitrixes, I shall enjoy tearing you apart, Tennyson!" Vilgax growled.

"Why wait?" Max asked as he aimed the Null Void Projector and fired. "Come and get me!"

He fired the projector, opening the portal that started sucking the pair of villains in.

"We've got them Grandpa!" Ben as Diamondhead shouted as he and Jen as Four Arms ran in and shouted out as Kevin growled.

"What's happening?!" he asked as he fell into the portal.

"The Null Void!" Vilgax realized. "No!"

He too fell in, but not before grabbing Diamondhead and Four Arms, pulling them in along with him.

"Ben! Jen! No!" the others all shouted as the portal closed.

* * *

Inside the Null Void, Ben, Jen, Vilgax and Kevin all landed in a heap on a floating rock.

They looked around and saw nothing but a swirling dark purple and orange void with purple rocks floating around on it as they all shuddered.

"Okay, maybe that wasn't such a good idea," Four Arms said as her brother nodded.

"Where are we?" Kevin asked.

"The Null Void," Vilgax answered. "An alternate dimension where the galaxy's worst of the worst are banished. I heard that it can be accessed from anywhere in the multiverse with the right tools. There might be some aliens that aren't even from our universe that exist here.

"Well I'm the baddest of the bad!" Kevin boasted.

"Oh yeah?" Diamondhead asked as he pointed outwards. "Tell it to them."

He then saw a flock of Null Void Guardians flying towards them and they tackled Vilgax and Kevin.

"Ben, we need to get out of here!" Four Arms whispered as she and her brother transformed into their XLR8 forms and sped away as fast as they could.

"No!" Vilgax shouted.

The pair kept running away from the scene across the rock until they suddenly stopped in their tracks once they saw the dead end leading into the infinite void before they looked out once the dust cleared.

"Is that... a fire?" Jen asked as she squinted.

"It's basically survival of the fittest here," Ben reminded. "Someone's cooking their food here. But who?"

Jen then looked up and saw Vilgax leaping from guardian to guardian as he charged towards them and gasped out. "That'll have to wait, bro."

They then lowered their visors again and sped off again.

Vilgax then wrestled the guardian in his claws as he showed up by Kevin.

"What was that all about?"

"Respect," Vilgax said. "I command it even here."

"Well good for you," Kevin scoffed. "But what about the twins?"

"Their grandfather will attempt a rescue. We must find them and extract the Omnitrixes before that or we'll be trapped in here forever."

* * *

Back on Earth, Gwen and Allison rested by the Rust Bucket with a sigh.

"I'm going in after the twins," Max as he stepped out, armed with a jetpack, grenades, black gloves and a radio as he prepared the Null Void Projector. He then fired it, opening a portal to the Null Void.

"You can't!" Gwen protested.

"I have to," Max said.

"No, Max," Allison said, standing up. "You're the only one who really knows how to work that thing. We'll go."

"No, it's too dangerous," Max said.

"It's our best chance of getting Ben and Jen out of there, Grandpa, and you know it," Gwen said as she turned to Allison who crossed her arms. "Are you certain you want to go, too?"

"I have to," Allison said. "I owe it to Jen. She's the best friend I've ever had. I can't just sit here and do nothing when she's in mortal danger."

"Be my guest," Gwen smiled.

* * *

Ben as Heatblast flew using his flame jets as Battlefly quickly flew beside him. They looked behind them to see a flock of Null Void guardians behind them as Vilgax and Kevin rode them, chasing after them.

"Any plans, bro?" Battlefly asked.

"Well, it mostly involves not dying," Heatblast said.

"I like that plan."

They quickly flew through the holes in the rocks, trying to outfly the guardians.

Suddenly, Vilgax and Kevin's guardians caught the pair of them in their jaws, but they weren't falling for it. They quickly changed into Grey Matter and Frostblight and wormed out of their grasp.

The guardians then all swarmed in around them as Ben transformed into Cannonbolt and bounced off of the rocks around him before he unfurled, revealing Needle Mouse, who shot out her quills all around her, managing to get all of them as she fell into Cannonbolt's grasp as he transformed into XLR8 and quickly ran across another rock.

He then noticed Vilgax's guardian flying at him as he transformed into Stinkfly and flew up before he tossed Jen down as she transformed into Four Arms and slammed down on the guardian, sending it flying down as she then transformed into Blossom Rose and wrapped her vines around another guardian, swinging from it before her brother came leaping in as Wildmutt and tackled her before she wrapped her arms around his neck as more guardians came flying in.

Wildmutt transformed into Wildvine, who stretched his arms around the guardians surrounding him and smashing their heads together before transforming back into Heatblast, who shot his flames out to propel himself upwards as his sister transformed into Firefly and followed him... just before they were slammed by two more guardians.

Thinking quickly, they transformed back into Grey Matter and Frostblight and wedged their way out of their grasp as another guardian came flying at them.

They both screamed in hysterics.

"Where's Gwen and Allison when we need them?!" Frostblight shouted.

* * *

Said young girls were suiting up in Plumbers Suits as Max equipped them with jetpacks and cut the fingers off Allison's gloves, which allowed her to use her powers if need be.

Allison placed her special items into her pocket with a nod.

They then placed some grenades around their belts as well as a headset on their heads. Finally, they placed a watch around their wrists and Allison slung the energy cannon around her shoulder with a nod.

"Your watches are homing beacons," Max said. "As soon as you two find the twins, you can use it to lead you back to the portal."

"How long do we have?" Gwen asked.

"I can only keep the portal open for about 40 minutes or so," Max said. He then gestured to the gauges on the girls' watches that ranged from black to green to finally red. "Once these gauges hit the red zone, you _need_ to get out, no matter what."

He finally placed a blue blaster in Gwen's hand.

"What's this for?" Gwen asked.

"Anything that isn't the twins," Max said. "Now go!"

Gwen nodded and holstered the gun as she and Allison ran through the portal.

"Wish us luck!" Allison called out.

* * *

Gwen and Allison jumped out of the portal and landed on a floating island in the Null Void as they looked around the Null Void.

"This place looks like it goes on forever," Gwen said.

 _"It does,"_ Max said. _"So keep your eyes open. I'm not even sure what's inside there."_

"Uh, Gwen? Do you have any idea what's going on here?" Allison asked.

She and Gwen looked and saw that on the island was what appeared to be some kind of camp. There was a small pit with a live roaring fire going as well as a small working tent made from what appeared to be scraps of fabric and wooden pegs. There was also a stand nearby with some fabric hanging out to dry and what appeared to be a water basin in the corner.

"No. But there's clearly someone else here," Gwen stated as they suddenly heard a wild call from nearby and Gwen was tackled onto her back with a small knife pressed to her throat as she looked on the ground.

She looked with a fearful look at her attacker. She was a young and rather well-toned human girl who had long messy black hair that was unevenly cut and bright green eyes that seemed to mirror Gwen's own. She wore what seemed to be a completely handmade outfit that consisted of animal- or alien- pelts that were fashioned and tied together with what seemed to be alien bones on them. She also wore wraps made from Vulpinmancer fur around her feet. She also had a leather belt around her with some weapons in it.

"Who are you? How did you get to the Null Void?!" she shouted out as Gwen looked fearfully at her.

"Hey, what's your problem?" Allison asked as the girl gave a hateful glance out.

"My... my name is Gwen. Gwen Tennyson," she whimpered out as the girls' expression suddenly softened as she dropped the knife and then stepped back a bit and held her head as she dropped to her knees and gasped.

"G-Gwen?" she asked as she panted heavily in utter disbelief. "I'm so sorry! Please forgive me! I didn't know it was you!"

"What are you talking about?" Gwen asked as the girl sighed and pulled down the collar of her outfit, revealing a very distinct birthmark on her collar. Gwen's eyes widened as she started to cry as did the girl. "B-Becky?"

Becky nodded as she and Gwen immediately hugged each other the tightest they could, crying incredibly hard all the while as Allison looked on, confused.

* * *

A few minutes later, Becky was cooking something over her campfire as she sighed as Gwen and Allison were sat at the area with a confused look at her.

"What are you doing in the Null Void?" Gwen asked as Becky sighed.

"Okay, I was playing out back when somebody kidnapped me without any kind of explanation."

"We know that."

"Okay, well, he was actually an alien criminal who said that he... wanted revenge on Grandpa Max for some reason," she said. "Since I'm one of his relatives, I'm sure that my kidnapping was enough for him. So he sent me to the Null Void, probably to die in his mind."

"So how are you still alive?" Allison asked as she sighed.

"The only way how I could," Becky said. "I learned to survive. Some alien criminals here found me and taught me everything about this place, the universe, the Plumbers, everything. I was also able to retain some memories of my life on Earth. They also taught me how to hunt down aliens for food and how to find water from the dirt in some areas."

"That's so cool," Gwen said as she smiled. "We were looking for you for months. You were later declared legally dead. But I never gave up hope that I would find you and now I have!"

"Easy there, sis," Becky said with a chuckle as she ate at her roast meat with a smile. "It's great to see you too. But how did you get here?"

"It's Ben and Jen," Gwen stated. "They're in a heated battle with Vilgax and Allison's evil brother Kevin and we're here to help get them out."

"This is great!" Becky smiled. "You can get us out of here! The portal's right there!"

"Not without our cousins, sis," Gwen said.

That was when they heard an explosion nearby as Battlefly flew away from the battle as Four Arms leaped away as Vilgax and Kevin chased them along with the Null Void guardians.

"Well guess what," Allison said, standing up. "We just found them."

"I'm coming too," Becky said as she went into the tent and came back out with her spear and a makeshift bow slung over her shoulder with a smile. "I know my way around the Null Void. Around here, they call me the Huntress."

"Let's do it," Gwen stated as her twin sister smiled back at her.

"Max," Allison said over her radio. "Sorry for the silence, but we found somebody that you're going to want to see when you get back."

 _"Please tell me it's not Phil,"_ Max said.

"Who?" Allison asked.

"Long story," Gwen said. "Trust me, Grandpa, it's not. You're just going to have to see for yourself."

They then saw an island with a bunch of blue alien beasts before them, growling at them with a glare as Becky quickly reached for one of her arrows, put it into her campfire and shot it at them, sending them scurrying away.

"Havok Beasts," Becky sighed. "Always did get in my way of my hunt."

Gwen and Allison quickly activated their rocket packs and flew through the area as Becky leaped from rock to rock with a glare as she backflipped, keeping pace with them.

"Are you sure you're completely human?" Allison asked as Becky nodded.

"Yes," Becky said. "There's very little gravity in the Null Void. It makes it possible to do stuff like jump long distances."

"Oh, that makes more sense," Gwen smiled.

"Let's save the family reunion for later," Allison said. "Right now, we have to get to the twins so we can get out of here!"

"Right!" Becky said. "After five long years, I'm finally getting out of this hellhole!"

* * *

The twins crept along a rock out of sight from Kevin and Vilgax as they transformed into WIldmutt and Wildcat as Wildcat made gestures with her paws to him to enact her plan with a few mewls as well as her brother nodded.

Vilgax and Kevin rode on their guardians as Kevin tried to use his enhanced senses to sniff out the twins as Wilcat deactivated her transformation and hid in one of the rock's craters while gazing from behind her visor.

Wildmutt transformed into Grey Matter as the guardians quickly flew after the twins once they were noticed.

Jen quickly lit her hands up in pink energy as she blasted them outwards with a shout. Her energy blast hit the guardian point blank as she quickly created an energy platform beneath her feet and she cracked her knuckles as she caught Grey Matter in her grasp.

"Let's kick it," she said as she ran up, creating constant platforms beneath her feet as she finally jumped and struck Kevin in the chest with an energy charged kick as she quickly transformed into Firefly as she started flying in the air.

Grey Matter transformed into Stinkfly as the pair started flying again.

* * *

Back on Earth, Max was still manning the portal and about 35 minutes had passed since Jen and Allison had gone into the Null Void.

Then suddenly, the projector started sparking out green energy as Max sighed.

"That's not good," he said.

* * *

 _"Gwen, Allison, something's gone screwy with the projector!"_ Max shouted from over the radio. _"I don't know how much longer I can keep the portal open! You have to get back now!"_

"Oh no!" Becky shouted as she looked outwards to see the swarm of Null Void guardians flying around with jets of flame coming from them and flashes of green and pink light.

"Not without the twins!" Allison shouted. "If it was me in here, Jen and Ben would stop at nothing to get me out! I have to do the same for them!"

"Wait," Gwen said. "What's that stink?"

That was when Stinkfly and Firefly flew by and tackled Gwen and Allison as Becky gasped.

"Gwen!" she shouted as she ran up and leaped to the rock island where her sister was tackled to.

"Gwen?" Stinkfly asked.

"Allison?" Firefly asked as she hugged her friend. "Boy are we glad to see you!"

"Who's that?" Stinkfly's throat asked as Becky finally landed by her and aimed her spear at his throat after shoulder-rushing him off of her sister.

"Get your stinky claws off of my sister, Lepidopterran!" Becky shouted.

"Sister?" Firefly asked as her eyes went wide. "Becky? Is it really you!"

"Do I know you, Pyrolampus?" Becky asked as Firefly nodded to her brother.

"Maybe this will help," Stinkfly said as he and his sister released their transformations and went back to their human forms.

"No way!" Becky said as she saw her cousins rub her arms nervously. "Ben! Jen! It's really you guys!"

"It's good to see you too, Becky," Ben said with a huge smile as the two sets of twins ran up to each other and each engaged in a loving group hug as they laughed hardly and hugged as hard as they each could.

"I thought we'd never see you again," Jen said with a smile.

"Neither did I," Becky said. "Trust me, it was no picnic sending five years having to kill just so I could survive."

"I hate to break up the loving family reunion but the portal's closing!" Allison shouted. "We have to get out of here!"

"Right!" Ben said as he and Jen transformed into Stinkfly and Firefly again and flew outwards with Firefly carrying Becky with Gwen and Allison used their rocket packs as they flew back towards the portal.

Suddenly, a pink-purple worm creature flew outwards towards them as they avoided its jaws and looked worriedly at the portal as they nodded.

"There's the portal! Let's go!" Becky said as they flew towards the portal, only for Jen and Allison to get grabbed by Vilgax and Kevin as they flew by on their guardians.

"Going somewhere without your old pal, Kevin?" he asked with a smile as he held Allison with a glare.

She then growled as she took out her energy cannon. "Let me go Kevin!"

"I don't think so," he smirked. "Maybe you need a little charge, sis."

He then glared as he brought his hand up to her, about to discharge his energy as she glared.

"Stop!" Jen shouted as Becky snuck away.

 _"Gwen, what's going on?!"_ Max shouted over the radio. _"Gwen! Allison!"_

"Let them go or we'll-" Stinkfly began.

"You'll what?" Vilgax asked. "You're in no position to bargain with us right now."

The twins then sadly nodded to each other as they flew down to a rock below them and transformed back to human.

"Let them go and you can have the stupid Omnitrixes!" Jen shouted.

"Jen, Ben, no!" Allison shouted as Kevin brought his hand away from her.

"We have a deal, don't we Vilgax?" Ben asked. "Our cousin and friend for the stupid watches!"

Kevin then smiled as he and Vilgax floated down to the twins level.

The twins then sighed as they briefly fiddled with their Omnitrixes as they began to glow white a bit as they winked to each other.

Vilgax and Kevin then handed out the Gwen and Allison's hands as they held out their Omnitrix wrists.

Kevin then smirked. "Psych!" He then tossed his sister away and Vilgax tossed Gwen away as the twins gasped.

"No!" Jen shouted as Kevin pushed her and her brother to the ground, then slammed the containment devices on their Omnitrix wrists as they began to loosen their hold on them.

The Omnitrixes unleashed a burst of green and pink energy as the twins shouted out in pain. They finally loosed their hold on the twins, their Omni Suits dissolving around them in the process, and went into their containment devices as a blue sphere clamped around each of them as Kevin smirked and tossed the containment devices away from them with a smile.

"No way!" Becky shouted from up above as she readied her knives from her belt.

"Psyche right back to you!" Ben shouted. "We zeroed them out!"

"Good luck figuring out the Master Control now!" Jen teased as she stuck her tongue out.

"Cracking the control combination is child's play for one who has vast knowledge of the Omnitrixes such as myself," Vilgax boasted.

"Oh, maybe we should've thought that through," Ben shrugged.

"Oops," Jen said.

"But who says you'll ever get them?" Kevin said as he grabbed the spheres and flew away with a shout as his guardian flew by and he leaped onto it.

Vilgax then leapt onto his guardian, leaving the twins behind as they sadly sighed as Gwen and Allison flew by with a shout.

"We've got you!" Allison said.

Kevin and Vilgax flew towards the portal with a glare as Becky ran up from behind them with a shout.

"Hey Kevin! What about your revenge?!" Jen shouted. "We're still alive!'

"I figure leaving you stuck here with your archenemies is still pretty sweet," Kevin said. "And the fact that I can use these things to take over the Earth is even sweeter!"

"Not happening!" Allison shouted.

* * *

Behind the portal, the Null Void projector blew a fuse as it leaked its energy outwards as Max gasped.

"Guys! Get out before its too late!" Max shouted.

* * *

Vilgax leaped off of his guardian with a shout towards Kevin.

Suddenly, Becky appeared from above and stabbed her knives into Kevin's back, causing him to shout out in pain as he loosened his hold on the spheres as Vilgax finally caught him as Becky leapt off and back onto a rock as she shouted out.

"I told you that Kevin 11 doesn't take orders from nobody!" Kevin shouted as he repeatedly punched Vilgax.

Gwen and Allison then flew by with the twins in their grasp as they caught the spheres in midair. "Got them!"

"Let's go, sis!" Becky shouted as the others nodded.

The Null Void guardians flew down and caught the villains as they began to chase after the kids.

"Go where?" Vilgax asked as Gwen, Becky and Allison aimed their weapons with a glare. "Back to your miserable dimension?"

"Get out of our way, Squid Face! We're going home!" Jen shouted.

"First, the Omnitrixes," he gestured, sticking his claws out.

"Psst! Get rid of them," Ben whispered as his sister nodded.

"But your powers-" Gwen began.

"Are nowhere near as important as getting us home," Jen said. "Toss them now!"

Gwen and Allison nodded and stuck the spheres behind their backs.

"You want them?" Allison asked.

"Go and get them!" Gwen shouted as the girls tossed the spheres away.

"No!" Vilgax shouted as he flew on his guardian right after the spheres.

Kevin then grinned as the twins nodded.

"You want us?" Ben asked. "Come and get us!"

The pair then dropped down to Becky's camp below them with a nod.

"Ben, Jen, no!" Becky shouted.

"We know what we're doing, Becky! Just get out of here!" Jen said as Gwen and Allison nodded and flew their rocket packs away towards the portal and flew out of it towards the real world with a nod.

Kevin then glared as Becky looked towards the closing portal and then to Ben and Jen with a glare.

"Oh come on! Why can't anything be easy!?" she shouted as she engaged her bow as she dropped down towards her camp and fired a flaming arrow to Kevin, distracting him as she then stabbed her spear into the ground and pole vaulted her way through the portal with a shout of effort.

"Yep, that's definitely our cousin," Ben said as he and Jen tumbled their way under Kevin's arm before leaping on his face as Ben made it through the portal, followed by Jen as she created energy platforms beneath her feet and finally jumped through the portal as it finally closed.

"No!" Kevin protested as he clutched around empty air.

* * *

Ben and Jen landed on the ground as Becky groaned as she shielded her eyes from the sudden burst of light before her eyes adjusted as Max ran towards Ben and Jen.

"Ben! Jen! Gwen!" You're alright!" Max said as he hugged them.

"Well, mostly alright," Jen said as she rubbed her now bare wrist.

"What about me?" Allison asked as she joined in the hug as Becky nodded.

"And about that one we told you about?" Gwen said as she gestured to her sister who nervously pulled her fingers and brushed her messy hair out of her face. "Here she is."

"Hey... Grandpa," she said, her voice breaking as she smiled.

Max's eyes started to well up with tears as he ran up and hugged his granddaughter with sobs of joy as she hugged him back with a smile and a hug with a laugh as Gwen joined in with a smile.

"Oh my goodness! Rebecca! I thought I'd never see you again!" he said as they both smiled.

"So did I," Becky said. "And it's Becky, Grandpa."

"What were you doing in the Null Void?" Max asked.

"Long story. I'll tell you about it after we regroup," she said.

Ben and Jen sighed and bowed their heads in disappointment.

"Listen, guys, about the watches," Allison said.

"I know," Ben said. "You guys were right. I was cocky and totally abused my powers. And we're sorry."

"So did I, a little bit," Jen said.

"Guess that won't happen again now that we're back to being plain old Ben and Jen."

"Guys, that sacrifice you made for us was pretty impressive," Gwen said. "So here. We want to give you a couple of presents."

"If it's a hug, thanks, but we'll pass," Jen sighed.

"Okay, maybe we'll just keep them for ourselves then," Allison said as she and Gwen showed the spheres that they thought were discarded.

"Whoa!" Ben said as he and his sister took the spheres. "The Omnitrixes!"

"But I thought you two threw them away!" Jen said.

"Please, you two may be dumb enough to throw away the Omnitrixes, but we're not," Gwen smirked.

"So what did you guys throw away?" Becky asked curiously as Gwen and Allison smirked.

* * *

Vilgax chased after what he thought were the spheres that contained the Omnitrixes before he leaped off his guardian and caught them in his claws.

"Yes! At long last the Omnitrixes are mine!"

Suddenly, what were revealed to be Gwen and Allison's bombs suddenly activated before detonating in a huge explosion, leaving Vilgax in a smoldering crater.

He then shouted out in anger as he realized he was stuck in the Null Void forever.

"Nice job, Squid Head!" Kevin shouted as he flew by. "You blew it for both of us!"

That was when they heard a growling as the purple worm from earlier burrowed its way through the tunnel as Vilgax and Kevin quickly flew away from the scene.

* * *

Ben and Jen nodded and faced the spheres as they sighed and opened them up as the Omnitrixes came flying out of the spheres in a glowing green and pink light.

They then stuck their arms up to the sky as the silhouettes of all their aliens showed behind them before green and pink energy flashed outwards as the Omnitrixes were left smoking on their wrists with a sigh.

"Yes!" Jen shouted. "The Omni Twins are back in business!"

"Pretty clever, you guys," Becky said before she leaned back on her sister's shoulder.

"I think you guys owe your cousin a big time thank you," Max said.

"Thanks, Gwen," Jen said as she hugged Gwen tightly.

"I also owe her some big time get backs!" Ben said as he activated his Omnitrix. "Maybe a facefull of Stinkfly goo or a tangle of Wildvine tendrils or-" he said as he slammed down the Omnitrix, transforming into-

"Grey Matter?!" he shouted. "Oh no, I forgot, we zeroed out the Master Control!"

"Don't sweat it!" Allison laughed. "There are only, like, 999,999,999 more combinations for you to try."

"Stop it! Four Arms! Diamondhead!" Grey Matter shouted with no avail as Max and the girls all laughed at his conundrum with a smile.

"We got the Omnitrixes back, I got my sister back, and our two biggest enemies are trapped in the Null Void," Gwen said. "Everything worked out in the end."

"It sure did," Becky said as Allison sighed.

"I hope Kevin's going to be okay in there."

"If he survived on the Megacruiser that long, he can survive the Null Void," Jen reassured her friend as she nodded.

"Okay, the first thing we need to do once we hit the road is get you cleaned up and get you some actual clothes," Gwen nodded as Becky sighed.

"Yeah, I really need some, don't I?" she asked with a chuckle as she looked at her weapons. "But the weapons stay, got it?"

"Sure thing," Max said with a smile sa they all looked out towards the horizon.

* * *

 **Next time on Ben and Jen 10**

 **Venger and Jen 10,000**

 **A collab with LordOozaru23**


	26. Venger and Jen 10,000

**The way I see it, part of being an artist is not giving what you want to get, but what I want to give. When I write my Fanfiction, I don't like to go with the crowd. I absolutely despise being like everybody else because that's not who I am. And with that said, with this chapter, what you were all expecting is 100% different than what I'm actually going to give you.**

 **With that said: I give you my version of the Ben 10,000 episode.**

* * *

"I've got the marshmallows," Gwen said with a smile.

"I've got the graham crackers," Ben said.

"And I've got the chocolate," Jen said with a smile as Max set up camp by a beautiful waterfall with a smile as Becky smiled from leaning against the side of the Rust Bucket with a smile.

About a week had passed since her return from the Null Void and she had gotten herself cleaned up since then. Her hair had now been cut and brushed into a nice straight low ponytail that reached to about halfway down her back. She now wore a red and black version of her sister's T-shirt with an image of a wolf on the front instead of a cat. She had black capris that reached down to her calves and red and black sneakers. She still had her leather belt from her days in the Null Void around her waist and her weapons were housed in the Rust Bucket.

"We'll wait here for you to get the firewood so we can make s'mores," Becky said with a smile.

"It's so nice to finally see you and Ben getting along, Gwen," Max smiled as he walked away. "I'll be back in a jiffy."

"Great," they all said.

Max took his ax and walked off into the woods, leaving his grandchildren behind.

"Is he gone?" Jen asked.

"I think so," Becky said as they all turned to each other.

"This is all your fault!" they all shouted.

"Grandpa only turns 60 once!" Gwen shouted as Ben dug into the graham crackers before Jen groaned and blasted him to the ground with a pink energy blast. "I had his party totally wired!"

She then shoved her arm out, showing them the list that she had written as Ben and Jen winced.

"You chose his birthday wish?" Jen asked.

"And how is he supposed to make one without a cake that you were supposed to get!" Gwen shouted.

"No I wasn't," Ben said.

"I got the candles and plates," Becky sighed.

"I got the confetti and balloons," Jen said.

"And I got the soda," Gwen said. "You were supposed to get the cake, Ben!"

"Uh, excuse me, full time hero here," Ben said. "When do I have time to get some dumb old cake? Anyway, it's no big deal."

"For Grandpa, it is," Becky sighed as Allison came out of the RV with a smile as she took off her flour coated apron.

"I may not be a Tennyson, but I know what to do good," Allison said. "Good news, the cake just went into the oven."

"You were making it this whole time?" Jen asked.

"Nothing is more special than a homemade cake for your birthday," Allison said. "It should be ready in about 40 minutes."

"What do we do until then?" Jen asked as a portal suddenly opened up that was shaped like one of the charms of Bezel that twisted around as all of their hair started blowing around.

"Okay, this can't be good," Ben said.

Suddenly, a figure with a blue cape and green eyes flew out of the portal and glanced outwards as she then flew forwards and grabbed Gwen and Becky without haste.

"Gwen! Becky!" Jen shouted.

She and Ben then activated their Omni Suits and transformed into their XLR8 forms and she grabbed Allison on the way as they closed their visors nad rushed into the portal as it closed behind them.

Max then walked up with the firewood with a glance as he noticed his grandchildren and their friend were gone.

"Ben? Jen? Gwen? Becky? Where are you guys?"

* * *

The portal opened on the other side to what looked like a super futuristic city with a ton of hoverboards flying by and aliens and humans walking on every corner as the figure flew out with Gwen and Becky in tow as she glared.

Suddenly, some symbols on the figure's right arm started glowing yellow as the twins came rushing in as they tossed Allison towards her as she absorbed the metal from her bullet as she shouted and slammed into the figure, sending her sprawling to the ground, letting go of Gwen and Becky as they dropped into their cousins' arms as they lifted their visors as Allison dissolved her armor.

"Whoa," Jen said as she looked up. "Where are we?"

"Hey, Jen," a boy on a hoverboard said as they looked up to see him smiling. "Looking good." He blew her a kiss as he floated away.

"Hey, it's Jen 10K and her brother!" a young Firefly alien said as they looked up to see him and his friend flying by. "Keep up the awesome job! And try to be more peaceful, Ben."

The Pyrolampus and his friend flew away as they looked confused.

"I don't think it's 'where' we are that's the question, Jen," Becky said. "I think it's 'when' we are."

They then looked behind them and gasped in awe at a large statue of two familiar figures who were well-toned with a gauntlet-like device on each one's arm as they glanced.

"Heroes of heroes: Ben and Jen 10,000," Ben read. "Is that really us?"

"Looks like it," Allison said.

Suddenly, a powerful blast came from out of the statue as they gasped and ran away as the statue crumbled to the ground around them.

"More like 'was' you two," Gwen said, worried.

"Hey, Tennyson," a figure said as he stepped out to reveal a large rhino-like creature walking bipedal, wearing what seemed to be some kind of armor like device with a hollow blue energy cannon on his horn.

"Do we know you?" Jen asked.

"Prepare for my revenge!" he said as he got down on his hands and knees and charged up his horn, firing a giant blue blast from his horn as the group dived out of the way.

"Great," Becky said. "Of course I left all my weapons back in the Rust Bucket."

"Oh yeah?" Ben asked as he and his sister rushed forward, not noticing the Omnitrixes beeping down. "Well prepare to see why they call us heroes of-"

The Omnitrixes timed out as the twins immediately collided with the rhino, groaning as they hit the ground.

"Maybe we can talk about this?" Jen whimpered.

 _"Kemo Char!"_

Suddenly, a golden blast of light hit the beast as the figure from before was revealed to have her hand smoking as they heard another shout from the ground as another figure with black hair in a ponytail and grey and black armor came rushing up and shoulder charged him before morphing her arms into blades as she engaged the rhino in hand-to-hand combat.

"It's over, Exo-Skull! Surrender!"

"Never!" he said as she sighed.

"Fine. Becky, now!"

"Becky?" Gwen asked, looking towards her sister.

They finally heard a battle cry coming from above as another figure wearing red armor ran in, wielding a large energy spear as she ran up and whacked Exo-Skull away with it before taking something from her belt before flicking her wrist, revealing it to be a bow as she took some arrows from her quiver and fired them into Exo-Skull, sending him sprawling outwards towards the rubble of the statue.

"That takes care of that," the figure said.

"Not quite!" Exo-Skull said as he fired his cannon at the three figures.

The blue-figure crossed her arms, enveloping them in a forcefield as they withstood the blast with a glare.

Exo-Skull then fired a yellow device from his horn, which was revealed to be an energy net that then split in three and trapped the three mysterious women, shocking them hard with a glare.

"You can't stop me now!" he said as he aimed towards the kids.

"Run!" Allison said as they ran away from the blasts that were fired towards them.

Suddenly, a blue and red figure came running in hard towards them and smashed hard against the cyborg rhino, smashing hard into him, cutting deep with every hit as the kids could only watch as the figure sliced off Exo-Skull's horn with a glare as they all looked as a hard tornado whirled around the rhino, hitting him at every turn.

Exo-Skull then had several hard dents in his figure as well as blood leaking out from every corner of his skull. Suddenly, he completely fell apart, leaving everyone else stunned as the figure then stopped to reveal himself to be XLR8, completely with the Omnitrix symbol but something was different about him. His armor was more bulky and vicious, almost resembling the Ebony Armor from Skyrim.

The kids looked absolutely horrified a the sight as Ben's eyes briefly rolled back into his head and he fell back into his sister's arms as she gasped.

"Ben!" she said as she lit her hands up in pink energy and waved them over his heart, pressing down on him before she laid her mouth on his and blew hard as she sighed and continued that as he groaned and sat up.

"You know CPR?" Allison asked, raising her eyebrow.

"I watch a lot of movies, Allison," Jen said.

Becky was less shocked at that as Allison and Gwen looked like they were about to puke.

"What just happened?!" Allison asked as Jen worriedly tried to resuscitate her brother before he finally woke up.

"That was just an awful sight for me," Ben said. "Did I just kill someone?"

"You killed that giant tick back at Yellowstone Park," Jen reminded.

"That was just a giant parasite trying to destroy the Earth!" Ben reminded. "It wasn't a person! I would never kill someone and neither would you!"

"Is that XLR8?" Becky asked as the three figures came in as XLR8 glared at them.

"That's Sonic Boom to you, young lady," he said as the three women glared outwards. His visor glowed blue as he scanned the remains of Exo-Skull. "Looks like the work of Animo. I knew I should've killed him when I had the chance."

"You know that Jen is going to go ballistic over this, Ben," the red figure said.

"It's Venger and you know it!" he protested. "And as for you, Gwendolyn, how dare you bring our younger selves here!"

"They're needed in this time period, Ben," the blue figure said. "We're just trying to help you. You can't kill every criminal you come across."

"Criminals are murderous scum who want nothing more than to destroy all that's good in the world. And you know it. That's what happened to Grandpa Max, no? Now send them back or I'll use the Conductoid form to absorb all of your mana!"

He then turned to the younger Ben and Jen who looked on not in awe, but fear.

"You're me? But I would never kill someone like that. And especially not so brutally," Ben said.

"When you get the pain that happens to your family, you'll change your moral code," Sonic Boom reassured him. "And your sister will try to stop you to no avail."

He then closed his visor and sped off, much to the discomfort of the kids as they looked on in awe.

"Are you sure that's still your cousin in there?" the black figure asked.

"Yep," the red figure said. "That's definitely him."

"Wrong," a voice said from above as they looked to see a bird-like creature swoop in with a glare.

She was a harpy-like alien with golden feathers all over her body except for her hands and feet, which were scaled with small white talons claws poking out of her hands and her feet were completely bird-like with sharp talons. She had large golden wings on her back and pointed feathered ears as well as a small sharp beak for her nose and mouth as well as bright golden eyes. She wore a pink jumpsuit that had the Omnitrix symbol on the belt as she glared.

"That monster isn't the brother I grew up with," she said.

"Whoa," Jen said. "You're me!"

"Unfortunately," she said as she morphed back into her human form as she sighed.

The Future Jen looked so much more older and wiser than her younger counterpart. She had small pink hoop earings around her ears and they could sense that her body just reeked of pure magical power and aura. Her Omni Suit looked so much more powerful than it had before in her younger days and it had sockets for weapons on her gauntlets as well as weapons holstered in her utility belt around her waist. She glared as she glanced at the absolutely mutilated corpse that was Exo-Skull.

"He must be brought to justice," Jen 10,000 said as her eyes glowed pink and she kneeled down as her hand glowed pink as she glared. "I know that he's going after Animo next. I'll run a DNA scan back at headquarters."

"Did you say headquarters?" Jen 10 asked as her eyes went wide. "I have my own headquarters!"

"This doesn't concern you guys. There's far too much at stakes. I can't risk having our past selves getting caught in the crossfire."

She then sighed as she stood up and morphed into her own XLR8 form, which was now much more slender with her breastbones clearly visible and had much stronger armor than her previous self as she stood up.

"You could lose the attitude, you know," Gwen and the blue figure said as they glanced at each other.

"Wait, are you... me?" Gwen asked as the blue figure nodded and removed her hood. "You're Gwen?"

"Actually, I've been going by Gwendolyn since college," Gwendolyn said, kneeling down to her past self.

Gwendolyn had silver hoop earrings and was clearly much wiser than her past self, having knowledge well beyond her years.

"College?" Gwen asked, her eyes glowing brightly. "Ivy League?! Do I have a masters?!"

"So I guess we know what that makes you two, huh?" Allison asked as the red and black figures removed their helmets to reveal themselves to be the future Becky and Allison as they nodded.

The future Becky basically looked so much like her 10-year old self, but with a scar running down her left eye and bags under her eyes, clearly showing her years of experience in battle.

The future Allison had her hair much longer than before, styled in to a low ponytail as well as black ear piercings on her ears as well as her lip pierced with a silver ring as well as dark eyeshadow around her eyes as she sighed.

"Listen, Gwen," the future Becky said. "Gwendolyn here didn't bring you guys here so you could find about about your futures. She came back to bring the twins."

"What?" Ben asked as his sister could only look on.

"So why nab us?" Becky asked.

"I remember that Ben's listening skills sort of stunk," Gwendolyn smiled. "I knew that grabbing you two was the only way that they'd come along. Although I'll admit, I didn't expect Allison to come along too."

"What can I say?" Allison asked with a shrug. "I'm a team player."

"So time travel's no big deal now?" Gwen asked.

"Nope," Gwendolyn said. "You just need the right spell to create the right kind of portal."

"I know magic?!" Gwen shouted. "How wicked is that?! What else do I know how to do? Did I ever get my black belt?"

"Hello!" Ben shouted, clearly annoyed. "This isn't about you, Gwen. This is about us."

"He's right," Future Allison said.

"Tell me I didn't grow up to start agreeing with Mr. Dweeb all the time?" Gwen said.

"Ben 10,000... or rather Venger and his sister need their help," Future Becky said.

"We seem pretty tough," Jen said. "What could a cool superhero like us need anyway. But Ben... what happened to him to make him become that violent?"

"Your future selves may have mastered the secrets of the Omnitrixes, but that still doesn't make them prepared for everything," Gwendolyn said with a nod. "What's happening with Ben is a crisis that not even Jen 10,000 can solve alone."

That was when the cat symbol on Gwendolyn's belt started ringing out.

 _"Danger alert in Sector 15-D."_

"What's in Sector 15-D?" Allison asked.

"Fort DNA-X," Future Allison explained. "Earth's massive genetic depository with DNA samples from all across the galaxy."

"Dr. Animo," Jen 10 realized. "That's the crisis, right? That's why we're here?"

"He made that robot rhino thing and now he's trying to do something else with the DNA samples," he said. "It's time to give the doctor a double dose of Omni Twin medicine."

"The Omni Twins are no more," Future Becky sighed. "Ever since Ben went rogue."

"Oh man," Jen 10 said as she and her brother stepped back. "I guess it still couldn't hurt to help though. We'll give us a lift."

Unfortunately, the Omnitrixes were still recharging at that point, causing the twins to groan out.

"Can't these things charge any faster in the future?!" Ben 10 shouted.

"Relax guys. I got this," Future Becky said as she took a key out of her pocket and a ringing came from close by them as the familiar figure of the Rust Bucket rolled up, looking no different than it had 20 years ago.

"The Rust Bucket?" Becky asked as her future self nodded. "Grandpa Max is going to leave it to me?"

"Indeed," Future Allison said with a smile. "It was the first thing in his will to you."

That was when the future sisters immediately cleared their throats and crossed their arms across their throats and shook their heads as their past sselves looked on disappointedly.

"Wait, did I say that out loud? ...Oops," Future Allison sighed as they sighed.

"Will?" Gwen asked. "Grandpa Max is... dead?"

"In this timeline, yes," Gwendolyn said as she wiped her eyes as tears threatened to leak out of them. "He died about five years ago in battle. But we'll save the finer details for Jen 10,000 to tell you guys. That was the deal we made when I brought you guys back with me."

"Sorry to hear about that," Allison said as she bowed her head as she nudged her future self. "Hey, do I get my culinary degree in the future?"

"Why spoil the surprise?" her future self said with a wink, causing Allison to groan.

"Let's just get down to businesss," Future Becky said as she and the others entered the Rust Bucket, which was now leaden with high-tech machinery and computers, earning the admiration of the past team as they gasped.

"Whoa! It's all teched out!" the Tennyson kids said in unison.

"You ain't seen nothing yet, kids," Future Allison said as she and her friend sat dwon as Future Becky engaged the controls with a smile.

Outside, the Rust Bucket engaged its fins and bumper outwards in front and back as the back revealed its rocket thrusters and the roof revealed two more fins as wings came out of the sides and the RV started to levitate off the ground as the tires pulled up inside of it and it shot off towards its destination.

"Whoa!" Ben 10 said as they looked out as Becky drove the Rust Bucket jet through the area and the present gang all looked out to see the sights of the futuristic city beforehand.

"Where do I sleep?" Jen asked.

"In your nice fancy headquarters. Duh," Gwendolyn said.

"You're too good to be hanging out with us anymore," Future Allison said. "Guess you just have... more important priorities."

"Allison, that's not me. I always put my friends and family first," she said.

"You're right. It's not you," Future Becky said. "But if you're not careful, it will be."'

Meanwhile, Jen 10,000 as XLR8 came rushing up on a building as she transformed back to her human form.

"So, they're here to help me, huh?" she asked. "Fine. I need all the help I can get to pacify my brother."

That was when she heard a ringing from her left wrist as she quickly slammed the Omnitrix symbol on her Omni Suit, deactivating it, revealing her new attire. She had a pink short-sleeved shirt with a ten going down the middle with a white stripe surrounding it and blue and black cargo pants with her Omnitrix gauntlet on her right wrist and a familiar pink bracelet on her left wrist. She also had tattoos of several battle themed designs on her arms and combat boots on her feet.

She then stuck out her bracelet and activated it, revealing a holographic projection of a familiar white alicorn as she sighed.

"Princess Celestia," she said as she bowed before her. "Jen Tennyson reporting for duty."

 _"At ease, soldier,"_ Celestia said as Jen stood to attention before her superior. _"How long has it been since you joined the Protectors, Jennifer?"_

"Five years, Princess. About a few months after Vilgax killed me and Ben's grandfather," she said as she felt at her stomach with a groan. "And when he rendered me sterile."

 _"Indeed,"_ Celestia said. _"And now your brother has gone on revenge on all the criminals in the galaxy for them. What is your mission?"'_

"To bring Ben, or Venger, to justice on the Mystic Isles so he can stand trial for what he's done. But I don't know what to feel about having to fight my own brother."

 _"Jen,"_ Celestia sighed over her enchantlet. _"I know that you take pride in your protective spirit with your brother. And I wholeheartedly respect that. But you're a Protector. Your duty is to preserve peace in the galaxy however you can. And if that means that you have to defeat your brother and bring him to justice, so be it. I wish there was another way, but there isn't."_

"I know," Jen 10,000 said. "It doesn't mean I have to like it though."

 _"I'm sending Scarlett your way to assist you in battling your brother."_

"Scarlett?" Jen 10,000 asked. "But she-"

 _"Is more than willing to fight him and do what it takes to help the Protectors. You clearly need her help."_

"Fine," Jen 10,000 said with a groan. "But neither of us gives orders to the other. We just assist the other in any areas necessary."

 _"Deal,"_ Celestia said. _"And if Drake Flame or Time Patrol wish to meddle in our affairs, we're more than willing to roll with the punches. Me, Hippolyta and Pink Diamond have a meeting with Supreme Kai of Time in three days time. We'll straighten out everything then."_ _  
_

"Good luck," Jen 10,000 said. "Jen out."

She then transformed into Battlefly and flew off towards Fort DNA-X.

* * *

At said containment facility, the group arrived as Future Becky put the Rust Bucket in park once they arrived.

"We're here," she said as the group filed out of the RV and looked up at the massive sight before them.

"Okay," Ben smiled. "Time to go Four Arms and show my future sister where it all began!"

He then slammed the core of his Omnitrix down as he transformed into... Stinkfly.

"Yeah," Gwen smirked. "With you messing up again."

Stinkfly growled as Jen slammed her Omnitrix down, transforming into Stinkbomb as she nodded at them.

The team then rushed into the fort, taking notice of the DNA samples lining the walls before an explosion rang out that sent the kids crashing to the ground, but their future selves immediately regained their footing as Venger flew out as Four Arms with a grunt as he glared, revealing his adult form.

He had grown sharper fangs that stuck out of his mouth as well as much bulkier armor with spikes on the front and powerful brass knuckles on all four of his arms as he glared outwards as Jen 10,000 as Battlefly flew in from the door with a glare as she transfomred into Firefly with a glare.

Her form was more pronounced and toned in muscle and the Omnitrix symbol was now on her chest with her crown figure more prominent on her head as she glared outwards at her brother with a sigh.

"Hey, I was going to go Four Arms too," Stinkfly said. "Great minds think alike, huh?"

"I don't think so," Four Arms glared. "Now go!"

That was when a DNA pod flew in and landed at the group's feet and the future version of Dr. Animo revealed himself. All that remained of his previous body was his head, which was held in a dome of water and it was attached to the body of an albino gorilla. His body had white fur with purple skin with giant claws on his feet. He had one big eye with a scar running down it. He also still had his pale green skin and white hair with black eyes.

"No one's going anywhere!"

"Animo!" Firefly exclaimed.

"I see that you and your team have brought some help," Animo said. "That's good. You're going to need it! For every one of your 10,000 heroes, I have enough DNA to create 10,000 monstrous minions!"

"Oh yeah?" Stinkfly asked as he flew in as his sister glared as well. "Think again!"

He then flew towards Animo, ready to give a punch, but not before Animo simply swatted him aside into his future counterpart, sending them both flying backwards.

Gwendolyn then flew in and rolled up her sleeves, revealing on her left arm, she now sported tattoos of the brown symbols of the Charms of Bezel surrounded by a red background that glowed as she powered up her magic.

"No way," Becky said as she turned to her sister. "You have tattoos?"

"No... but I guess I will one day. Man, Mom and Dad are going to kill me."

 _"Kemo Char!"_

Gewndolyn shot her hands out, sending out a golden blast that Animo immediately blocked by picking up a section of the floor, sending the blast back at her. Gwendolyn quickly created a force shield around herself to protect herself as the blast collided, knocking her to the floor.

While Animo was distracted, Future Becky immediately ran in and gave out a shout of effort as she unsheathed her spear and immediately got to use in combat as she ducked under animo's blows and shouted out a powerful effort as she stabbed and swiped with her spear, showcasing her powerful strength and martial arts skills with a shout.

But Animo was ready for her. He grabbed his spear and she got a look of fear on her face.

"Uh-oh," she whimpered as Animo judo-tossed her into the wall away and she groaned outwards as she slumped downwards.

"Bad idea, freak!" Future Allison shouted as she absorbed the metal from the floor and immediately shouted as she charged at him, morphing her right arm into a mace and her left arm into a hammer that she immediately used to pound on Aniom's body, doing a bit of damage as she shouted out in effort as she ducked under his blows and landed a powerful kick as she leaped up and attempted to pound on his dome head as she glared, but he immediately caught her and tossed her into Future Becky as she recovered and they both slumped down on the floor, Future Allison's armor dissolving.

"This... is not good," Firefly said as she immediately morphed back to human form and stuck her hands out, using her telekinesis to wrap two pipes around the present twins't tails, trapping them.

"Hey!" Stinkbomb shouted.

"Stay out of our way!" Four Arms said as he immediately charged Animo, fury plain in his eyes as he ran forwards.

"Hey! You can't... I mean, I can't talk to me like that!" Stinkfly protested.

"Sorry, me," Jen 10,000 said as she stood up and transformed into her own female Heatblast form. "He's right. If Animo bumps off you, our past selves, we'll pop right out of existence and the entire future as we know it will suffer immensely for it."

She then rushed in and fired out a massive blast of heat that Animo blocked with his powerful arms as Four Arms ran in and the pair of brutes laid powerful blows against one another as Gwendolyn recovered and walked towards her teammates past selves as they could only look helplessly as the action went on.

"Should we help them?" Allison asked.

"Nope," Gwendolyn said. "They prefer it this way."

As the action went on, Animo seemed to overpower Four Arms, but he immediatley morphed into another alien.

He was a green, bulbous alien. He resembles a puffer fish. He has 3 spikes sticking out the top and bottom of his head. His mouth covers mostly the upper front of him, which is filled with dull colored, pointed teeth. His eyes are connected to the corners of his lips. He has arms with four-fingered hands, short, stubby legs and a long tail. Spitter wears black pants that partly covers his stomach and has the Omnitrix symbol on the black pants.

His body immediately inflated as he spat out green slime that sent Animo flying off of him as he groaned outwards and hit the ground.

Heatblast immediately ran in and transformed into Diamondhead as she struck the ground, sending off a flurry of crystals at Animo before they created a pillar beneath him that he immediately broke through.

He then shouted out as he grabbed the claw from the crane that grabs the DNA pods as he then slammed it down on Diamondhead with a grin.

He then suddenly gasped as he saw her crawl up as a new alien. She had golden yellow skins, light blue eyes that glowed with an electrical aura, spiky pure white hair with silver metallic demon-like horns growing from the sides, a long tail with a spear-like tip, and deep orange thunderbolt markings on her arms and legs. She had the Omnitrix symbol on her chest.

She then gave out a small giggle with a smile as she brought her hands down on the claw and shocked the ever-living hell out of Animo as he dropped the claw.

"Aw, what's the matter, monkey?" she asked with a cheerful smile as she leaped off and whipped her tail onto him and gave out a smile as she backflipped away and he brought his fists down, but she generated an electrical barrier from her horns as she smiled. "Can't handle a little Discharge, can you?"

That was when Ben came flying in as Cannonbolt as he unfurled and landed next to his sister as she smirked wickedly as he was sent flying and destroyed a DNA Pod as he landed near it, causing it to leak fluid as the others could only watch on in awe.

"Whoa," Stinkbomb said while trying to free her tail. "We rock."

"What do you call that other guy? Loogie man? Spitter?" Stinkfly asked.

"It's none of your business!" Cannonbolt said as he transformed into another form. He was about 12 feet tall and had hard, brown, scales covering his hide and a sort of beige color on his belly and he had a somewhat humanoid body. He wore black and green armor that had green plates with spikes on his shoulders and tail as well as the Omnitrix symbol on his chest as he cracked his knuckles.

He then roared outwards and prepared to punch Animo in the head to finish him off as he braced himself, but then he found that he was being held back as Discharge transformed back to her human form and used her telekinesis as she wrapped the cables from the destroyed pod around her villain as she glared outwards at him.

"Get out of the way, Jen!" Venger said.

"No!" Jen 10,000 said. "I won't let you kill one more soul, Ben! You even killed Hope just because she defended her family! The villains we face are people too and they have their own loved ones and families despite the things they do!"

"They're all the same!" Venger glared outwards. "It's because of them that you were crippled!"

"Crippled?" Stinkbomb asked with a whimper.

"Be that as it may, you can't slaughter these guys like any villain or dictator would," Jen 10,000 said. "You're just like Vilgax, Venger!"

Venger immediately grew incredibly pissed at that as he shouted out as he transformed into XLR8 and rushed off as Jen 10,000 glared after him.

"He'll be back," she said. "And we'll pacify him next time."

She then turned as Gwendolyn helped her sister and Future Allison up to their feet as they heard a voice cry out.

 _"Did we here a cry for help?"_ they heard as some old friends materialized in front of them. "The Galactic Enforcers have arrived!"

"The Galactic Enforcers?" Allison asked as Ultimos nodded.

"Hello, old friends," he said to their past selves. "We meet again."

"Hi, Ultimos," Stinkbomb said as Synaptak noticed their new companion. "And it seems you have a new friend."

"Family, actually," Gwen said as she motioned to her sister. "This is my sister Becky."

"Charmed," Becky said with a nod.

Jen 10,000 then transformed into her XLR8 form and nodded. "Sorry, show's over, guys."

"It's a big world out there, Jen," Ultimos said. "With your brother on the run, you could always leave some of the bad guys to us, you know. We could be great help with dealing with your brother."

"What would be the point?" XLR8 asked. "...But since you're here, you can bring Animo back to the Null Void chamber for me."

"Yeah, sure. Anything to help," Tini said as XLR8 zoomed off.

Stinkfly and Stinkbomb still squirmed as they were caught in place, but the Omnitrixes timed out, leaving them human again as XLR8 zoomed by and caught them in her grasp before Future Becky stopped her and tied a small cart to her tail as she immediately placed Gwen, Becky and Allison in the cart, leaving them with a sigh as she nodded.

"Gwendolyn, you and the others meet me back at headquarters."

"Will do, cuz," Gwendolyn said as XLR8 rushed off with the kids in tow as the Galactic Enforcers nodded.

"You know she's going to have to tell them everything that happened to her and her brother, right?" Future Becky asked.

"I know, sis," Gwendolyn said with a sigh as she bowed her head.

She then positioned her hands together and opened a portal up as they all walked through it, leaving the Galactic Enforcers to their business.

The Galactic Enforcers sighed as they went to Animo with a glare.

"Guess you got me now," he said. "There's nothing I can do."

"You got that right, punk," Tini said.

* * *

"So Animo's been around this whole time?" Jen 10 asked her future self as she ran forward towards her headquarters.

"He escaped a few years back," XLR8 said. "I wasn't sure if he was going to show his ugly face again. But now it looks like he won't be a problem anymore."

"What about Vilgax?" Gwen asked.

"Yeah, he was the toughest villain we ever faced," Allison said.

"...I really don't want to talk about it. It wasn't a pretty day for anyone then."

"Whoa," Ben 10 said. "What did I do?"

They finally sotpped as they reached their destination next to Mt. Rushmore and Jen 10 looked around at her HQ in awe as Jen 10,000 transformed back to normal and took off her helmet as she walked over to her kitchen where she took out a shotglass and poured herself a quick shot of vodka, which she quickly took down the hatch.

"Whoa," Jen 10 said. "This is my headquarters? This is awesome! I must chill out here a lot."

"I don't think so," Jen 10,000 said. "There's no time. I'm always patrolling the planet and the multiverse as part of my duties. I'm a member of a secret multiverse-wide organization, thus I have no need to 'hang out.'"

"Okay, did you seriously just say 'thus?'" Ben 10 asked his sister as she shuddered. "Don't you have any fun anymore?"

That was before he qiuckly dodged a pink energy blast from his future sister as she walked over to him with a smoking hand that she quickly shook off.

"You'll learn soon enough, Ben. Being me isn't about having fun. Now wait here for the others and don't touch a thing."

She then created energy platforms beneath her feet as she walked over to her computer with a sigh as she shook her head.

Ben 10 immediately took notice and saw his old hoverboard next to Jen's as she sighed.

"Whoa," he said. "Check this out."

"He said not to touch anything, cuz," Becky said with a scoff.

"Why should I listen to my future sister? None of you do anyway," he said as he released the hoverboard and immediately got on it and flew around the area and whooped around as Jen 10,000 could only sigh as the portal opened on the other side and Gwendolyn, Future Becky and Future Allison stepped out.

"Get off that board, now," Jen 10,000 said.

"Why? You don't even smile at my pranks anymore?" Ben 10 asked. "Want to race?"

Jen 10,000 stuck out her hand, activating her telekinesis as she flew forwards with a glare. "No!"

Ben then immediately glared as he fell to the floor as his family and friend walked up to him.

"Okay, that's it. We want answers," Jen 10 said.

"We want to know everything," Allison said. "What is Venger?"

"How did he get to be this way?" Becky asked.

"We're not going to stop until you tell us," Gwen said with a glare as Gwendolyn sighed as she hovered down to Jen 10,000's spot.

"They have a right to know, Jen," she said.

Jen 10,000 sighed as she bowed her head. "Okay, you win. I'll tell you."

She then began her story with a sigh. "It all happened about five years ago. After Grandpa Max stepped down, Ben and I were appointed the leaders of the Plumbers. For awhile life was good, we were having a great time as the heroes that the universe deserved. But then, one day, we were attacked by Vilgax. By that time, we had assembled a massive force of mighty warriors from across the universe."

* * *

 _#Flashback#_

"We battled for months without sleep," Jen 10,000 said.

 _Jen 10,000 as Heatblast fought alongside her brother as a Four Arms, mowing down Vilgax's forces._

"Though we fought valliantly, we were no match for the endless swarm of soldiers. But we refused to give up."

 _Four Arms wielded a mighty green axe as he fought and blasted an entire wave of Vilga'xs soldiers away as she glared._

 _Vilgax suddenly appeared and grabbed Heatblast's arm with a glare as he punched her Omnitrix symbol, turning her back as she glared at him._

"I was eventually caught by Vilgax and then, I paid the ultimate price."

 _He then unsheathed his massive claws and raked it across her abdomen with a mighty swipe as she screamed out in massive pain as she leaked blood on the battlefield as Gwendolyn immediately ran to her side and started working her magic on her as Max glared at her with a shout as he aimed his massive weapons at her, which he dodged and glared as he aimed his blade at his old nemesis._

"We were overrun," Jen 10,000 explained. "We were defeated."

 _"Go ahead," Max said. "Get your revenge on me."_

 _"With pleasure, Tennyson. It was a pleasure knowing you," he said with a glare as he aimed his weapon outwards and raked it off as the camera cut away as Four Arms looked horrified._

 _"NOOOOOO!" he protested as Max's body fell to the floor._

"Upon my massive injury and Grandpa Max being killed right in front of him... it was just too much."

 _"You are going to pay for this... with your life!" Four Arms glared as he wielded his powerful axe and charged through the area as he shouted outwards and leaped up powerfully as Jen and Gwendolyn could only look on in horror an he shouted outwards and brought it down on Vilgax._

* * *

"And thus, Ben 10,000 was dead... and Venger was born," Jen 10,000 said as tears filled his eyes. "My injury at the hands of Vilgax was incredibly crippling. I had received major damage to my abdomen. The doctors said that I would heal, but at a price... I could never have children."

"Oh man," Ben said as he started hperventilating and stumbled backwards as tears immediately sprung to the other kids eyes as they all started sobbing and hugged Jen 10,000 in their dearest symapthies.

"You're kidding," Becky said.

"No, I wish," Jen 10,000 said with a sigh. "Venger has killed several of our villains over the years... including those who have tried to defend others."

"Charmcaster," Gwen realized as she nodded.

"Yes," she said. "At that point, I had fainted in Gwendolyn's arms as the battle continued around us and Allison and Becky had fled for reinforcements. When I awoke, I was alone. Every Plumber in my brigade was gone. I was the last of my squad. The last of the Plumbers."

"Until you found out we were still alive," Future Becky reminded her before Future Allison jabbed her in the arm, bruising her as she missed the point.

"I had failed the Plumbers... my team... my family."

Everyone in the room had tears in their eyes, even the normally stoic Allison was practically bawling at the story as Jen 10,000 bowed her head and finished.

"I vowed never to let anyone else risk their lives by fighting by my side again," Jen 10,000 murmured. "That is my story."

"That's the saddest story I've ever heard," Allison said in tears as she walked up and hugged the future version of her best friend tightly and Jen 10,000 hugged her back.

"I can't believe it," Ben 10 said as he continually hyperventilated and stumbled backwards into one of the walls, which immediatley disengaged as a hatch opened in it, revealing what appeared to be a frozen corpse. It was what appeared to be a red-clothed and white-haired version of Ben, who was severely burned to a crisp and showing no signs of life.

"What the?" Jen 10 asked as they all walked towards the corpse as Ben looked like he was about to puke at the sight as Jen 10,000 nodded.

"Who is that?" Allison asked.

"That is Albedo," Future Allison explained. "He was a Galvan scientist that attempted to re-create the Omnitrix, but at a price. Ben's DNA is encoded as the default in his Omnitrix."

"So that means that my DNA is the default in mine as well," Jen 10 said, looking at her Omnitrix.

"Precisely," Future Becky said. "Any future Omnitrixes would synchronize across space and time with yours, which makes you their defaults as well. He wanted Ben's Omnitrix to change back to his original, but became the prisoner of Azmuth, the creator of the Omnitrix. He was eventually sent to retrieve the Omnitrix from Venger, but he wasn't having it."

Adult Becky went to Ben and slipped some medicine from her pouch and gave it to Ben 10 as he gasped and sighed as his future cousin comforted him.

"What did he do?"

"He murdered him. Since he's the default, even the replica responds to his commands. He ordered it to self-destruct in 30 seconds, killing Albedo instantly. I kept his corpse as a reminder of what my brother has become," Jen 10,000 said as she welled up with tears and started crying as did her brother's past self.

"I can't believe this!" he said, his voice breaking as he sobbed. "I'm going to be a supervillain! I don't want the Omnitrix anymore if this is my fate! I don't deserve it!"

Gwendolyn then hovered over to Ben 10 and laid a hand on his shoulder. "Ben, that's why we brought you here. We need your help. Ben 10,000 is still in there somewhere and we need to save him."

 _"Danger alert in Sector 1A-Centric!"_ The Headquarters' A.I. alarmed as Jen 10,000 immediately snapped back to attention as did Ben 10 as they all looked up.

"What's down there?" Jen 10 asked.

"That's my business, not yours'," Jen 10,000 said as she transformed into XLR8 and nodded to the others. "Gwendolyn, get a portal open and get them home."

"You need them," Gwendolyn said with a shake of her head as her cousin zoomed off.

"We're not going anywhere," Ben 10 said. "You brought us here to save your cousin and I bet he's going to be at Sector 1A Centric. Is it far away?"

"Actually, no," Future Becky said. "It's 61 stories below us."

Future Allison suddenly gasped in horror at the thought. "Oh no! The Null Void Chamber!"

* * *

At Sector 1A-Centric below Jen's HQ, a figure stood below as he typed in the controls on the Null Void Projector as he glared upwards.

He wore a silver mask which only showed amber eyes and wore a black cloak which covered his entire body as he nodded at his work.

Venger suddenly burst into the area as a Yautja and growled outwards at the Masked Villain as he glared.

"So, freeing someone from the Null Void, are we?" he asked as the masked villain smirked at his entrance and smiled.

"So, you're the famous Venger who everyone talks about? Well let's see if you're as good as everyone says you are," he said as he charged in and shouted outwards as they fought each other.

Drake carelessly dodged each and every swipe of Venger's blades as he sliced upwards before he dodged and positioned his hands and fired out a blast of fire from his hands, which blasted Venger in the face as he morphed into Wildmutt and growled outwards as he tried to pounce him as he snapped his jaws as he had him on the ground and aimed for his neck, but he was ready.

The Masked Villain then dodged his bite nad immediately threw an energy kick towards him, knocking him off as he transformed into Heatblast and fired two fireballs at his opponent as he dodged and immediately fired his guns outwards and hit him in the gut with a super-powered punch as he immediately transformed into his Conductoid form and growled.

He had black skin, one eye in the middle of his head, two antennae and a tail that looks like plug on the end and the Omnitrix symbol on his chest with bulky armor as he stuck his plugs out and immediately absorbed the electrical energy from the energy blasts fired at him by the Masked Villain as he glared outwards and dodged as the blasts hit the Null Void Projector, firing it up as a portal started opening as Venger gasped as Jen 10,000 as XLR8 rushed in and gasped as she saw what was happening.

"I'll be seeing you," the Masked Villain said as he vanished from view as they gasped.

Suddenly, as he left, a figure in red gazed out from the corner of the room as she gasped and immediately pulled out her sword.

"No," she said as she unsheathed her sword and glared outwards as the portal immediately closed as a lone figure glared outwards. He was a skinnier figure with long black hair and had a black jumpsuit with black fingerless gloves and boots as he gasped out and immediately gasped as XLR8 and Venger gasped as they looked at the figure in awe.

"Kevin?" they asked as their old foe growled at the sight of them.

"So, Tennysons," he said. "Come free me to gloat after all these years?"

"We didn't free anybody," XLR8 said as she morphed into another form and hissed at the figure.

She was an anthropomorphic bat with grey fur and long bat ears on her head as well as long claws on her hands and large bat wings growing from her back as well as long sinewy membranes growing between her fingers and large furred talons on her feet. She wore a black and purple ninja suit with the symbol of the moon on her headband and the Omnitrix symbol on her belt. She then glared at her opponent with large misty eyes, indicating that this form was blind.

"Perhaps," Kevin said as he growled. "But even so, you have made a huge mistake."

He then growled outwards and focused as his form completely shifted, much to the future twins' horror as he morphed into an even more hideous form than his previous mutation as they gasped.

"No way!" Venger growled as the figure from before left as they gazed upwards at the horrific sight before them.

The mutated creature before them had the the torso structure of a the dinosaur creature from before but with Four Arms arm count. He had a black lower left arm with green energy flowing through it and his lower left arm was that of a giant brown apes with yellow and black bolts. HIs upper right arm was that of a Tetramand, but he had many Needle Mouse quills and his right arm had Diamond Head's shape but was made of completely black molten rock. His legs are mostly white with red accents and had the armor of Vilgax's species. His the pelvis are Arburian Pelarota shape with a white outline and three dots on the inside and he has the Null Guardian tails armed with 10 different elements: crystal, metal, electric, aquatic, nuclear, flame, ice, black ooz, rocks and sand. He has a large green crystal horn and the chest has his jaw was that of Ripjaws but in much larger size. He had Battlefly wings beneath the main wings, which were mostly Stinkfly's but one of which was black molten rock and his head was completely engulfed in flames but had Kevin's head's facial shape.

"Ben and Jen 10,000, meet Kevin 11,000!"

"Disgusting," Jen 10,000 said as she gave out a ninja cry as she flew forwards and performed several flips and kicks towards his massive form, doing absolutely no damage as she glared outwards as Venger glared towards her and shouted in effort as he transfomred into the form of Four arms as he shouted out and leaped towards him before he wrapped his tentacle around him and he shocked him to oblivion as he screamed out and he tossed him out of the area, crashing through several walls as he disappeared into the city wiht a scream of pain as Kevin 11,000 shouted out as he fired a heat beam and several energy rays at the anthro bat before her before she was surrounded by a pink forcefield around her as Kevin 11,000 was blasted by a golden blast of fire as Gwendolyn stood by, her tattoos glowing on her arm as she and the others arrived by her.

"We need to stop him! If he gets out of here, he could destroy the entire city!" she said as the Allisons could only gasp outwards at the sight of what their brother had/will become as the Beckys could only gag at the sight as Ben and Jen 10 glared as they hovered on their hoverboards.

"We're ready!" Ben 10 said as he transformed into... Upgrade. "Aw man!"

Jen 10 rolled her eyes as she activaed her Omnitrix and transformed into Water Lily with a glare as she dusted her hands off while Future Becky handed her younger self more upgraded versions of her weapons and Allison cracked her joints as she absorbed the metal from the floor as they all readied for battle with the future Kevin.

Jen 10,000 glared as she stood up and unleashed a massive screech from her mouth that immediately stunned Kevin 11,000 as the others inmmediately ran in and started charging.

The Beckys ran in first as Future Becky shouted and twirled her spear around and shouted outwards while dodging all of his swipes as she whacked him in the head with it before she ducked and twisted her spear into two swords and charged in before she was dealt a massive energy kick to the chest as she shouted out and was sent flying to the end of the room with a grunt.

"Okay, bro," Future Allison said as she formed her hands into blades as she scraped them across each other. "Let's see you try that with me!"

She then charged in with a determined look upon her face as she shouted out and dodged her brother's swipes and blasts with graceful agility as she got onto her back and gave him a whammy to the face as she sliced her blade upon his Tetramand arm, causing him to shout out in pain as he immediately shot out his quills at her, which impaled her clothes to the wall, causing her to groan out in defeat.

Gwendolyn then charged in and fired spell after spell at him as she charged outwards and fired a massive flamethrower as her tattoos glowed and she shouted out in effort, blasting Kevin 11,000 as he glared.

Ben and Jen 10 then immediately ran to Jen 10,000 as she fired water blasts at Kevin 11,000 and caused him to go flying backwards from the fire and water combo and she immediately squeaked outwards as she looked up at them.

"Get out of here," Jen 10,000 said.

"When are you going to get it through your thick skull, me?" Jen 10 asked. "I'm you! If this is your fight, it's my fight too."

"And I never abandon my sister in her time of need," Upgrade said as Jen 10,000 sighed.

"Then maybe this will help," she said as she pressed the Omnitrix symbols on the twins and they transformed into Cannonbolt and Firefly.

"Hey!" Cannonbolt said. "I don't have to go Ben anymore."

His exclamation suddenly caused him to fall over, causing his sister to sigh as Jen 10,000 transformed into Wildcat who had more of a ferocious and more muscualr state to her appearance as she snarled and charged forward as did Firefly and Cannonbolt towards Kevin 11,000 who was smacking around the others like ragdolls as they tried in vain to at least weaken him.

* * *

Meanwhile, back with Venger he crashed thorugh several buildings and immediately groaned and grunted out wtih each and every blast through the building before he finally landed on the ground in a huge crater as the masked villain from earlier appeared in a flash of light as he nodded at them.

He has short-spiky hair with bangs, amber eyes and one visible fang at the upper-right corner of his teeth. He has perfect muscular physique and is very handsome to women's perspective. He wore black tank top with the Omnitrix logo, brown leather pants with leather black boots and wears a green wristwatch that resembles the Omnitrix but it's not the Omnitrix.

"Hello, Venger," he said calmly. "Nice landing. I'd give it an 8."

"Very funny," he growled out as he knelt down to his level with a sigh.

"Perhaps this would be better if I introduced myself to you. Drake Flame, the Alpha Osmosian at your service," he said, sticking his hand out as Venger immediately looked confused before he shook his hand.

"Why are you so interested in me anyway?" Venger asked with a scoff.

"Because I understand the pain you feel. I've felt it before, twice actually," Drake said. "It's something we all go through. Your grandfather may be gone, but that doesn't mean that you allow it to change who you are."

Venger gasped at that and sat down in thought.

"Your sister was right," Drake said. "You may think that you're doing good by killing all of those who do wrong. But in doing so, you've become the very thing you hate."

Venger bowed his head in guilt as he remembered all of the good times he had when he was a child and all of the battles he had fought with his family by his side at every step of the way. He was a true hero and in one efll swoop, he had let it all slip through his fingers.

"You're right," Venger said. "What have I done?"

"You can still make things right, Ben," Drake said with a chuckle. "Go back. Defeat Kevin like a real hero would."

Venger nodded and transformed into his Sonic Boom form before shooting off like a missile as Drake nodded and left in a flash of light as another figure examined from the rooftops as she lowered her binoculars and nodded in confirmation.

"Pink Diamond, I'm in position," she said. "Venger has gone back to Jen's HQ."

 _"Go to her,"_ Pink Diamond ordered as Scarlett nodded and transformed into phoenix before flying after him in a flash of fire.

* * *

Gwen was blasted back into her sister's arms as they both crashed on the floor as Cannonbolt slammed into Kevin 11,000 with a hard impact as he was sent flying before Wildcat pounced and snapped her jaws at him.

"It's no use," Kevin 11,000 said. "For every 10,000 of your forms, I have the perfect way to counter them. You don't stand a chance."

"That's where you're wrong, Kevin!" a familiar voice shouted from somewhere as a sonic flash came by and slammed into Kevin like a truck, sending him flying back as Gwendolyn fired a magic spell at him as Jen 10,000 transformed back to normal and hit her younger self's Omnitrix again, changing her into Blossom Rose as she slammed her hand down and conjured massive vines down and wrapped around Kevin's limbs as he struggled in her grasp as she gasped to see her brother come by and transform back into his human form, removing his helmet as he revealed his face, which looked tired with dark circles under his eyes and a short brown beard on his face as everyone in the room gasped.

"Venger," Jen 10,000 said, shocked.

"Please, sis," he said. "Call me Ben."

"You're back?" Future Allison asked as she struggled on the ground.

"Indeed," he said as he looked at all of them struggle. "You could use some help, it seems."

"You think?" Cannonbolt asked as Ben 10,000 nodded and closed his eyes as a flash of light came out, revealing him to be... looking no different.

"Is the Omnitrix broken?" Jen 10 asked.

"No," Future Allison said. "That's his Osmosian form."

He then looked at the Omnitrix symbol on his chest and energy sparked from his fingers as he absorbed the energy from it and gave out a shout of massive effort as his entire body glowed green and changed before their very eyes.

He had become a green being of living energy encased in a crystal-like body. He looked basically the same as before as she gasped.

"No way," Gwendolyn said in awe as everyone present looked around and saw that he looked to Kevin 11,000.

He then nodded as he thrust his hands out and gave out a massive burst of green energy that bathed Kevin 11,000 in energy as his features started to fade away as he was transformed back into human as he groaned and passed out before falling into his sister's arms as she sat down and laid his head on her lap.

"He'll be fine," Ben 10,000 reassured before he deactivated his transformation and fell to the floor in front of his sister as she looked down at him. "Jen, I'm so sorry for all that I've done. All the pain I've caused you. All of you."

"It's okay, bro," Jen 10,000 said as tears welled up in her eyes as she embraced him in a warm and loving hug. "I've already forgiven you. You're my brother and nothing will ever change that. Not even the things you do."

"But I can't forgive myself for what I've done," he said with a sigh as he typed in a few controls on his Omnitrix as it fell away from his arm, leaving it bare. He then handed it to his sister. "I don't deserve this anymore. Please, give it to someone who you feel is truly worthy. Ask them to carry on my legacy the way that Grandpa would have wanted."

"I will, Ben," she said with a sad nod. "I will."

"I hate to break up family reunions," said a voice close by as they looked to see Scarlett, looking no different than she had 20 years ago, standing close by on a wall by the hole as she walked up. "But we have business to uphold, old friend."

"Yes, Scarlett," Jen said as she stood up and deactivated her Omni Suit to show her enchantlet off.

"Do what you want with me," Ben 10,000 said as he held his hands up and sighed. "I'm all yours."

"Scarlett?" Jen 10 asked, surprised. "You haven't aged a day."

"Oh yeah, I never told you that, did I?" she said as she sighed. "I'm immortal. My grandmother was an Amazon and I inherited her immortality. I can live as long as I want as long as I'm not killed."

"Whoa," Ben 10 said as she nodded.

"It's both a blessing and a curse," she said. "While I remember all the good things that I've had and can do, the pain from the bad never goes away either."

Jen 10,000 nodded with a sigh as she looked up. "Benjamin Kirby Tennyson, you are under arrest on the charges of murder . You have the right to remain silent. Anything you say or do can and will be used against you in the court of the multiverse. You have the right to an attorney. If you cannot afford an attorney, one will be appointed to you. Do you understand these rights as they have been read to you?"

"I do," Ben 10,00 said with a bow of his head.

"Take him away, Scarlett," Jen 10,000 said with tears in her eyes as Scarlett nodded and teleported away with Ben 10,000 in tow as Jen 10,000 stood there with his Omnitrix in hand with a sigh.

"It's not your fault, Jen," said a voice as they looked over and saw Drake Flame standing by the opposite wall as he looked and walked towards them, leaving Future Becky and Future Allison groaning as the kids looked confused. "Drake Flame, nice to meet you."

"You too," Ben 10 said as he looked to see Jen 10, Gwen and Becky literally drooling over how gorgeous Drake looked while Allison just stood there scoffing at him, not showing even the slightest interest at him as she blew her hair out of her face as he looked to Jen 10,000.

"He lost his way," he said. "Even the greatest heroes can be corrupted by hatred. Don't think it can't happen to you as well."

"I know," Jen 10,000 said, bowing her head.

"There are much worse monsters out there than Venger ever was," he said as he took a device out of his pocket and pressed a button as it showed two figures.

The first was a masculine entity donning a futuristic battle armor that closely resembles the Omni Suit but the gauntlets and boots are wider and have neon-purple light streak with a bulb in front while two on the sides of the ankles and his mask had violet streaks around the head, jagged-jaws mouthplate and have two neon-purple eyes glowing through the visor.

The second one had an incomplete, damaged ruby/black Omni Suit that left her arms, legs and head exposed. Her eyes are completely deranged looking, her lips are covered in blood and when she opens them and had sharp fangs poking out. Her hands have sharp claw-like nails as well as her feet. She doesn't have any Omnitrix but her body is flowing with crimson veins with the Omnitrix's base pattern on the right wrist.

The group all looked completely scared and horrified at the images before them.

"This is Ultimo the Destroyer and Savage Core," Drake explained. "They are two Omnitrix wielders who are wreaking major havoc all across the multiverse. They've already killed five other Omnitrix wielders all across the multiverse. One of which was my best friend, Benjamin the Golden Knight."

They all looked shocked as Jen 10,000 looked shocked.

"Who's to say that they won't come after us next?" Jen 10 asked horrified.

"We don't know," Drake said. "But when the time comes, you have to be ready. Or you will be history."

The present team all looked completely shocked and destroyed at that as Kevin groaned as he stirred awake.

"That's my cue. I'll see you again sooner than you think," Drake said as he vanished in a flash of light as they looked on.

"Allison?" Kevin asked as Future Allison rubbed his head.

"Hey, little bro," Future Allison said with a smile and a nod.

"Where's Ben?" he asked as Future Becky and Gwendolyn sighed as they looked down.

"Ben... Ben saved us. All of us," Future Becky said as the kids looked on and bowed their heads with sad looks in their eyes as Gwendolyn nodded and positioned her hands as the time portal opened back up with a sad sigh.

"Portal's ready," she said. "It's time for you to go home."

"Thanks for everything," Gwen said as the group all went to Jen 10,000 and hugged her with all their might as they sighed.

"See ya," Allison said as she walked through the portal, followed by Becky, Gwen and finally Ben as Jen looked with a sigh and a smile.

"...And I guess we're gonna be ya," she said with a nod.

"You don't have to be if you play your cards right," she said as her younger counterpart vanished through the portal as it closed behind her, leaving the team to recupperate from what had just happened.

* * *

"Ben? Jen? Gwen?" Max asked as he reappeared. "Anyone?"

That was when the portal opened back up and the kids then reappeared and landed in a heap by him as they groaned outwards.

"Huh?" Ben asked as he saw that they had arrived back at the same exact moment that they left.

"Grandpa!" Becky said as she, her sister and their cousins all ran up and hugged him harder than ever as Allison smiled and hugged him as well.

"...Surprise!" she said with a smile as they all hugged.

"How did you know it was my birthday?" she asked.

"How could we forget? You're our grandpa!" Gwen said as Allison smiled.

"The cake's not going to be ready for 30 more minutes, but there's no reason we can't celebrate!" she said as Ben and Jen turned back as sister comforted brother.

"You okay, bro?" she asked.

"Yeah, I'm good," she said. "I'm just kind of scared. How did I end up becoming like Venger in the future?"

"You won't," Jen said. "I'm sure that what we saw today is going to inspire you to not become like him."

"You're right," he said. "I promise you that from this day forward, I will always protect you, Grandpa, Gwen and everyone else that I love. I will never become Venger and that is a promise."

"Glad to hear it," Jen said as sister and brother hugged and they joined in as Gwen went into the Rust Bucket to set up for their party.

* * *

 **A big thanks to LordOozaru23 in all his help making this chapter. Next time, we get back to basics.**

 **Next time on Ben and Jen 10:**

 **Midnight Madness**


	27. Midnight Madness

The group were now visiting the Mall of America in Bloomington, Minnesota as they all gazed around at the sights from the brochure that the mega mall had to offer.

"500 stores? 72 restaurants? 48 movie screens? An indoor roller coaster?!" Gwen exclaimed in awe at the brochure.

"No way!" Becky exclaimed as she and her sister cheered in glee as they held hands as Allison scoffed in annoyance at their squeals.

"We could spend the whole summer here!" Ben said as Max carried out their new goods that they had picked up at the mall.

"This mall has everything!" Jen said as Allison nodded with a smile.

Suddenly, some thieves ran through the shadows of the area as they gasped as the mall cops came out with thier guns ready.

"Halt in the name of mall security!" they shouted as they chased after the thieves.

"Yeah, including their own police force," Max said.

"If they're anything like the cops I see in the movies, we're screwed," Allison said.

"It looks like the rent-a-cops could use a little help," Ben said as he cracked his knuckles and activated his Omnitrix.

"A hero's work is never done, is it?" Jen asked as she activated her Omnitrix and the twins both slammed the cores down with a shout.

"Good luck," Allison said with a nod. "You'll need it."

The thieves ran in the shadows as the cops chased after them.

Little did they know, a certain alien dog and cat chased after them as well as they leaped up into the parking garage with the twins in close pursuit as the cops stopped.

"The Omni Twins?" one of them asked. "Here?"

The twins touched down in the parking garage where Wildcat murred in confusion when she saw that the thieves were actually two senior citizens who actually made no attempt to disguise their identities.

Wildmutt tackled the pair, sending the stolen jewels flying out of their hands as they landed in a heap and Wildcat snarled at them as she leaped over to her brother's side.

The thieves then suddenly recovered with fancy ninja flips and glared at the pair as the twins could only look confused.

They then immediately flipped off the walls and kicked the twins in the face as they shouted out in pain from the impact.

The twins recovered and immediately started fighting back as they growled and snarled as they fought with swipes of their claws and bites as the thieves dodged and the woman grabbed Wildcat by the tail and tossed her into a pillar in a pained daze as she saw stars in her eyes as they floated over her.

Wildmutt engaged the man as he flipped him over onto his back, but Wildmutt kicked him upwards as he recovered and started fighting back from that as his sister recovered and got back into the fight.

However, the twins clearly weren't fairing well at all as sister was tossed into brother as they groaned outwards and saw the thieves glare and breath outwards.

Suddenly, the mall carts arrived with the mall cops coming out and aiming their weapons at the twins as they glanced outwards.

"They're gone? What?" the leader asked as Wildmutt picked up a scent and ushered his sister to follow him out of the garage, which she did as the cops followed them in an investigation.

The twins immediately saw the Rust Bucket come up and Max picked them up as they gazed outwards as the carts sped down in an attempt to catch up with the thieves who were long gone.

"The thieves must be trying to escape in that RV!" the leader suggested. "Cut them off!"

The Rust Bucket pulled out of the garage with the cops in close pursuit as they peeled away down the road before Max gasped as he was cut off by the mall cops as he quickly swerved and smashed into a street light, totalling the RV's engine as the jolt caused some of the inhabitants crashing to the ground with a groan.

The cops burst into the room and had their guns ready as they saw the kids at the table as Allison and Becky picked themselves up off the floor.

"Looking for someone, officer?" Ben asked as he, his sister, their cousins and their friend all smiled innocently with a chuckle.

* * *

"Nice going outside, heroes," Gwen said as she, Ben, Jen, Becky and Allison walked through the mall.

"Not only did you let the robbers get away, but because they thought your furry butts were inside, they played Demolition Derby with the Rust Bucket," Becky said.

"Look, I'm sorry, Gwen," Ben said with a sigh. "You know that it was never my intention for anyone to get hurt."

"Besides," Jen said. "The mall's going to pay for all the repairs. And it did buy us a few more days here while Grandpa waits for the parts. If anything, you should be thanking us."

"Yeah, I guess you're right," Allison said with a smile as she saw Ben walk off to use the bathroom as the girls started talking to each other.

"Is it just me, or has Ben been acting differently in the past week?" Gwen asked.

"Of course he is," Becky sighed. "How would you react if you found out that you could grow up to be as horrific as Venger was?"

"I've never seen anyone take something that hard in my life," Allison said as she bowed her head.

"How do you think I feel being his own flesh and blood?" Jen asked. "The Omnitrix means the world to him. And for him to see how his future could end up? I mean, it really broke him."

"He said that he wants to do everything he can to protect us," Becky said.

"For once, I think he actually meant what he said. I don't think he wants to make fun of you anymore, Gwen," Allison said. "I expect you to do the same."

"Deal," she said.

Ben then came out of the bathroom as he smiled at the group. "What did I miss?"

"Oh, you know," Jen chuckled. "Girl talk."

Gwen gasped as she saw a poster by her and she read it.

"The Amazing Sublimino: Master of Hypnosis. Last Day. Let's check it out!" she said.

"Gee, and to think we almost missed him," Ben smiled as he and the others followed Gwen.

"Well, at least he hasn't completely changed," Becky said.

They walked to the stage and took their seats as they heard a voice from over the loudspeaker.

"Ladies and gentlemen! Presenting The Amazing Sublimino: Master of Hypnosis!"

A puff of smoke burst from the stage and a man walked out, coughing from the smoke as he sighed.

He was a dwarf-sized man with a receding hairline and sunglasses on his eyes and a scar running down his right eye. He wore a suit and red tie with a red caped-blazer over it and white pants and black shoes. He almost tripped over his long jacket before he went to the microphone on the stage.

"Behold: Sublimino!" he said. "I am about to take you on a journey through the mysterious realm known as the mind! First, I shall require some volunteers."

"Give me a break," Allison sighed. "Only someone with half a brain could be hypnotized."

"I'm not doing it," Becky said.

"Dibs not," Gwen said.

"Fine, I guess I'm here," Ben said with a sigh. "Alright. I'll do it."

"Are you sure that we didn't leave the real Ben in the future?" Becky whispered to Jen who only nodded.

Ben walked onto the stage along with an old man and woman who also volunteered.

"Now, clear your mind," Sublimino ordered. "Focus only on this pocketwatch as it swings back and forth."

He then swung his pocketwatch back and forth as the volunteers eyes followed it.

"Your eyelids are growing heavy. You are falling into a deep sleep."

Ben shrugged and turned to the other volunteers who didn't know what was going on.

Sublimino then pocketed his watchand took out another one and pressed a button on it that released a sonic yellow pulse that caused the volunteer's pupils to shrink to a pinpoint.

They then fell asleep, leaving the audience stunned at that.

"Ben Tennyson is asleep," Allison whispered to her friends as they nodded.

"Major blackmail time," Gwen said as she lifted up her camera as Becky sighed.

"So much for not making fun of him."

"Now, you are under my power," Sublimino said. "When you open your eyes, you will all become newborn babies."

The volunteers opened their eyes and all started crying hysterically as the audience laughed. Even Ben's cousins and friends couldn't help but stifle a laugh at the sight before them.'

"Now, you are all chickens in a barnyard!"

The volunteers immediately ceased crying and immediately started clucking and flapping their arms like wings, causing the audience to laugh harder. Even Jen chuckled at that with a smile.

"I'm not going to lie," Jen said. "This is kind of funny."

That was when Max walked over with a smile and gazed at the hilarious sight before them.

"Why is Ben acting like a chicken?" she asked.

"It's my early Christmas present," Gwen said.

"You are a ballerina," Sublimino said to the old man who immediately pirouetted away. "You are a ferocious grizzly bear," he ordered to the woman who immediately started growling and walking away.

"This is so funny!" Becky exclaimed as she held her sides.

"And you, my lad, are an alien," Sublimino said to Ben as he distantly activated his Omnitrix, catching the girls' attention instantly.

"Okay, funny part's over," Allison said as Jen immediately ran up.

"Ben, no!" she shouted as she ran up and tackled him behind the curtain as the green light flashed out.

"You are ruining the performance!" Sublimino said from behind the chandelier.

"Sorry," Jen chuckled. "My brother had to... run to the little alien's room!"

Sublimino sighed and parted the curtain as Jen picked up Grey Matter in her hands.

"Uh," Grey Matter said to her. "Take me to your leader. Your will is my command."

"Well, it's not embarassing to him if he's not aware of it, is he?" Jen asked as she smirked.

* * *

Max was working under the hood of the Rust Bucket as the girls and Ben were watching the video that Gwen had recorded of the performance as Ben groaned outwards.

"Oh, this is so embarrassing!" he said pulling his hair as Jen sighed.

"I'm sorry, Ben. I tried to tell her to not embarrass you, but she still wanted to get back at you for all you did during this vacation," Jen said. "Although, to be fair, I'm a little bit to blame for this as well."

"Fine, that's fair," Ben sighed.

"Wait, here's my favorite part," Gwen chuckled as it showed Grey Matter catering to the girls' whims as he smiled.

 _"More grapes, master?"_ he asked as he fed Allison grapes as she listened to her music with a smile.

"Oh man!" Ben said as the camera showed him combing Becky's hair and then rubbed Gwen's feet as she groaned.

 _"Take it easy, Ben!"_ Gwen shouted. _"You're going to chafe my feet."_

That was when the Omnitrix timed out and Ben snapped out of the trance he was in as he stirred.

 _"What? What just happened?"_ he asked.

"Too bad you snapped out of it when your Omintrix timed out," Gwen said. "Jen was going to have you give her a hot oil conditioning treatment next."

"Oh yeah?" Ben asked as he snatched the camera away and gave it to his sister. "Well that's what erase buttons are for."

"Hey!" Gwen shouted. "Give that back."

"Sorry, he's right," Jen said. "We had our fun. It's over now."

She then erased the film on it, earning a groan from her cousina as she tossed the camera back to her as she sighed.

"He's had enough embarrassment for one day, sis," Becky said as she sighed. "I'm going to bed."

"Night," Allison said as she walked over to get out her sleeping bag and Jen sighed as well as Max walked in.

"They're right," Max said. "It's been a long day and we could all use some shut eye."

"Don't worry, bro," Jen said as she and Ben walked up to their bed. "They won't bother you again for the rest of this vacation. We know how much that future trip affected you mentally."

"Thanks for understanding, sis," Ben said as they each crawled into their bed and fell asleep.

* * *

The next morning at noon, the group continued walking through the mall as they saw Ben groan outwards in restlessness as the girls all talked to each other.

"So, your future self and some of the people we've faced called you an, let's see, how did it go... Osmosian?" Gwen asked.

"Yes," Allison said. "That is accurate."

"So you're an alien?" Becky asked curiously.

"Not exactly," Allison explained. "'Osmosian' is just another word 'mutant.' It's a human with a unique genetic component that gives them special powers that normal humans don't. Each Osmosian's ability is different. For example, me and Kevin's ability is absorbtion."

"That is awesome!" Jen said, jabbing her friend's arm as she smield as Ben sighed outwards as the group all looked to him.

"Hey, you okay, Ben?" Max asked. "You don't seem as peppy as usual."

"I'm just a little tired, that's all," Ben groaned as they walked forwards in front of the sea dragon pendulum ride, which was closed off for construction.

"Whoa," Gwen said. "What happened here?"

"Somebody stole the motor from the sea dragon ride," the mall cop explained. "Probably a prank by some punk kids."

His partner then walked over and showed a piece of evience.

"What do you think of this?" He was holding a discarded green crystal that looked like it belonged to Diamondhead, catching our heroes' attention.

"What the?" Becky asked as they all looked to the twins as the cops walked away.

"What, I didn't do it, I swear!" Ben said as Jen crossed her arms.

"Me either! I was asleep the whole night. We're not the only aliens in the galaxy, you know," Jen said.

Max could only look on suspiciously as he was deep in thought.

* * *

The group was asleep in the Rust Bucket as the clock struck midnight. Suddenly, a sonic pulse was shot all across the mall area as Ben suddenly sat up in him and his sister's bed, completely unaware of his surroundings. He was in a trance-like state.

He then jumped out of his bunk as Gwen and Jen woke up from their bunks as they saw their brother/cousin leave.

"Ben?" Gwen asked. "What are you doing up at this time of night?"

Ben ignored them and wakled towards the door like a zombie. He then activated the Omnitrix.

"Hello, Earth to Ben!" Jen said as Becky groaned and held her head. "She asked you a question."

Becky saw the flash of green light as she saw Upgrade standing there as she threw the blanket off of her as Jen climbed down and joined Gwen.

"Wait!" Becky exclaimed. "You can't go out like that!"

Upgrade oozed out of the door as Jen shook Allison awake from her sleeping bag on the couch as Max woke up from the wheel too and walked over as they gasped as they saw Upgrade ooze away from them and travel through the electrical wires of the street lights and the sign of the mall.

"Jen, it's your move."

"It's hero time!" Jen said as she slammed down her Omnitrix and started her transformation.

Jen's watch started surging with pink energy then covered her whole body with a pink energy surge, and she float in the air as she spun around then curled up as her body got wrapped by multiple lava-like silks until she was conceal within the lava-theme pupa then changed to orange crystal form. The pupa start cracking then a long insectoid arm with three claws, spikes on the arm and coated with orange exoskeleton smashed of the pupa then her four long insectoid legs legs and finally her head, which matured to a young woman with orange eyes and red sclera with light-orange skin and wore crown-like horns on her head, has C-cup breastbones, a very large abdomen with light-like orb at the bottom tip and a pair of large skin-like wings. She then flapped her wings and ignited her abdomen as her transformation finished.

Allison then absorvbed the metal from the Rust Bucket as she hopped onto Firefly's back as Becky readied her weapons and climbed up to the roof of the Rust Bucket as Gwen and Max nodded.

Upgrade walked along the wall as Max and Gwen drove up along to him as Becky looked out.

"He must be sleepwalking," Max said as Firefly and Allison flew above him.

That was when a spotlight shown on Upgrade as he looked.

"Halt in the name of mall security! Omni Green, stand down!" the security cop said as he aimed his weapons on him.

"Crap!" Allison said as Firefly flew in as Upgrade climbed on top of the mall's highest tower as two more helicopters flew in and aimed their spotlights on them.

Upgrade then punched one of the copters in the front, which did nothing as they continued to follow him.

"Hello! Ben!" Becky shouted as she climbed down and joined her sister and grandfather at the bottom. "You're sleepwalking!"

"It's no use, Becky," Max said. "He can't hear you. He probably has no idea what he's doing."

"So what else is new?" Gwen asked as the cop cars came driving up as they could only look on.

"I'd better get up there," Max said, running up to the tower.

The helicopters fired their machine guns at Upgrade, which shot right through his liquid metal body and he oozed downwards onto the tower before reforming and running towards the helicopter.

The pilot gasped as he tackled the copter and merged with it, catching the attention of everyone as they gasped outwards.

"Oh crap," Allison said.

Upgrade fired the helicopter's guns and glared outwards, blasting the other copters as well as the squad cars below and then glared.

"Jen, get the pilots!" Allison shouted as Firefly flew down and ripped open the doors of one of hte smoking copters as it fell and rescued the pilot as Allison took him and hopped onto the ground before Firefly flew over and used her claws on the other copter and she rescued the pilot as she flew down and set him on the ground.

"Thanks, Omni Pink," the pilot said.

"You are very welcome," she said. "Forgive my brother. He's not feeling like himself."

"Look!" one of the cops said as Upgrade demerged with the remaining helicopter before he leaped out and oozed with the clock, using its hands as helicopter blades and ripped it right out of the tower and it flew away from the scene as the others could only look on.

"Time sure flies when you go alien," Gwen said as Upgrade flew away.

* * *

Upgrade approached a construction site near the mall as the a door opened and he demerged with the clock.

A figure stepped out of the gargae to reveal himself as Sublimino.

"Who are you?" he asked. "What happened to the guy who looked like a walking chandelier? Oh who cares as long as you do as I say. Now get out of here before the cops see you!"

Upgrade turned away and merged with a nearby bulldozer before driving away from the scene.

* * *

The next morning, Ben groaned as he woke up and stretched.

"Oh man," he said. "What a weird dream."

He then gasped as he looked around and saw that he was sleeping on a bulldozer that was parked next to the Rust Bucket.

"Ah! Are you kidding me?!"

He then found himself surrounded by a pink aura as he looked down and saw the girls standing close by as Jen used her telekinesis to set him down on the ground next to them safely.

"So, bro," she said. "Steal any good clocks lately?"

* * *

Inside the Rust Bucket, the kids were watching a news report on the television on what happened the previous night.

 _"Despite last night's strange attack from Omni-Green and other robberies that happened throughout the mall, the representative had this to say:"_

 _"This was an isolated incident,"_ the representative said. _"The mall is open for business. Shopper safety is our Number One priority."_

"So," Ben said. "Why would I go alien in the middle of the night and steal a bunch of stuff like a roller coaster motor and a big clock?"

"Your guess is as good as mine, Ben," Allison said.

"Well sleepwalkers are in a hyper-dream state," Max explained. "Nothing makes sense in a dream."

"Yeah," Gwen said. "But most sleepwalkers don't have a watch that lets them turn into alien heroes at their control."

"This doesn't make sense in reality either," Jen said. "Ben and I have shared the same room every day since we were born. He's never been a sleepwalker."

"Oh," Becky said. "And how would you know that, Jen?"

Jen then felt all eyes peering at her as she immediately felt the pressure and immediately lost control of herself.

"Alright, I'm guilty! I stay up to get a midnight snack every night!"

"I knew there was less in the cookie jar!" Becky scolded.

"Girls, focus," Max said. "Gwen's got a point. We need to keep you awake and away from people until we can find a way to stop your midnight strolls."

Ben dozed off briefly before he felt a splash of cold water hit him in the face as he immediately shot awake.

"Hey, what was that for?" he shouted as he saw Becky with an empty glass in her hand.

"Sorry, cuz. It's for your own good," he said.

"*sigh* Alright," he said. "You can prank me as much as you want. Do what you need to do."

* * *

The hours went on and the girls did everything they could to keep Ben awake every time he dozed off. From Gwen plugging his nose so he would shoot up, to Becky dumping some ice cubes down his back to Allison pulling the sheets off of his bed so he would fall on the floor.

"You guys are enjoying this, aren't you?" he yawned before Jen blew an airhorn in his face.

"Okay, maybe a little."

* * *

That night, the rest of the girls had finally dozed off from exhaustion in various sections of the Rust Bucket and Gwen walked over to Max, who fell asleep at the wheel.

"Grandpa, wake up," she yawned. "It's your shift..."

She finally dozed off and fell asleep by the front seat with a snore as Ben finally dozed off too, leaving everyone asleep.

Meanwhile, Sublimino stood where the tower used to be with a smirk.

"Awaken my slaves," he said, reaching into his coat pocket. "Awaken and serve your master Sublimino."

He then pressed the button on his pocket watch, releasing the sonic pulse out once again, awakening all of his sleeping slaves into a trance-like state, including Ben who activated his Omnitrix and slammed it down.

"Ugh," Max said. "Allison, turn up the A.C. I'm cooking over here."

That was when Jen felt the heat too and awoken along with everyone else as Heatblast walked out of the Rust Bucket and shot off using his jet propulsion.

"We'd better follow him," Becky said.

* * *

At the mall's hardware store, Heatblast was melting a hole in the wall and fused a cable to a forklift. When he finally broke through the wall, the elderly thieves from earlier drove through on the forklift, taking the cable with them as the others came into the area, Jen having transformed into Water Lily.

"Ben, listen to us!" Allison shouted.

But Heatblast didn't listen as he tossed a fireball at them, which they all avoided.

"You're under some kind of hypnotic spell!" Gwen shouted.

"He can't hear you, sis," Becky said as she readied her spear. "Maybe a bump on the head will wake him up."

No sooner than she said that, the Special Weapons And Tactics team burst through the roof and glared at Heatblast.

"Or that," Allison said.

The S.W.A.T. team aimed their weapons as Water Lily joined them and fired her water jets at Ben as he tossed a wave of fire at her and the team, which the water quickly extinguished.

"You guys get out of here!" An officer told the others as they nodded and ran away.

The S.W.A.T. team immediately tossed in some smoke grenades, blocking Heatblast's vision of them as Water Lily stepped up.

"Leave it to me, guys," she said. "What's the best thing to deal with fire? Water."

She fired her water jets again, blowing Heatblast away, but not before he tossed out a few more fireballs, which hit the ground and started spreading.

They then looked behind them to see arow of propane tanks.

"Oh boy," Water Lily said.

"Run!" the S.W.A.T. Leader said. "Everybody out! Move! Move! Move!"

The S.W.A.T. team and Water Lily immediately turned and ran out of the store as fast as their legs could carry them before it went up in a fiery explosion.

* * *

"This was an isolated incident," the mall manager said the next morning at the scene of the crime. "The mall is open for business. Shopper safety is our Number One priority."

In the Rust Bucket, which was parked nearby, they watched the recording of Sublimino's performance on Gwen's camera, the solution finally hitting them.

"So," Max said. "Sublimino plants post-hypnotic suggestions in his volunteers, turning them into his army of thieves."

"But the sound of the Omnitrix timing out snaps Ben out of the trance," Allison realized

They then looked to see Ben dozing off again. Becky blew the airhorn in his face, waking him up.

"But why have me steal all that stuff?" Ben asked, stretching and groaning.

"I don't know," Max said. "But Sublimino sure does. We need to find him and fast."

* * *

"This was an isolated incident," the manager said with his chair turned to Max. "The mall is open for business. Shopper safety is our Number One priority."

"Yes, yes, you said that already," Max said. "But I'm saying your shoppers are in danger."

"This was an isolated incident. The mall is open for business. Shopper safety is our Number One priority."

"Okay, this is getting us nowhere," Max said before he turned and walked away.

That was when Sublimino walked out, wearing a helmet with a video camera attached.

"Well done," he said to the manager, who was under his control. "All the preparations are complete! It's showtime!"

* * *

Ben was at a water fountain with the fountain running as Max came by as Jen walked over with Allison and sighed.

"Hey, bro," she said. "Bro?"

"Wake up," Allison said, shaking the wet Ben awake as he groaned outwards.

"Mom, I'm too tired to go to school."

"That's it," Allison groaned before she gave him a slap across the face, snapping him out of it.

"Thank you," he said.

That was when Gwen and Becky walked over with a shopping bag.

"I have the perfect solution to your sleepwalking problem," Gwen said as Becky pulled out a pair of handcuffs.

"If you can't touch the Omnitrix, you can't go alien," Becky said.

"Where'd you get those?" Jen asked.

"Survivalists 'R' Us," Becky said. "They have a very extensive selection."

Gwen then walked over and cuffed Ben's hands behind his back.

"Are you girls sure this is the best solution," Max asked.

"What could go wrong?" Gwen asked.

That was when a hole opened in the ceiling and the clock appeared danglingf rom the cable from earlier adn was clearly running on the roller coaster motor.

 _"Greetings mall rats,_ " Sublimino said over a livestream video that was showing on all the surrounding TVs. _"I am Sublimino: Master of Hypnosis."_

Jen then noticed that all of the mall patrons were gathered in this area as she gasped.

"I knew there was a reason I bought this," she said, reaching into her pocket and producing her blindfold before putting it on over her eyes.

"Good thinking, Jen," Becky whispered. "You can't be hypnotised if you can't see the clock."

 _"You are all about to take a journey through that mysterious realm known as the mind."_

The clock began to swing back and forth as all of the patrons looked at it.

 _"No need to volunteer. Now all of you will obey me forever! Your eyelids are getting heavy. You are falling into a deep sleep."_

"Huh?" Ben asked. "A giant hypno-watch? No way that will ever work."

Sublimino then pressed the button on his pocketwatch and sent the sonic pulse out, sending everyone who was enveloped in it into a deep sleep.

"Or maybe it will. Run!" Allison shouted as she grabbed the blindfolded Jen as she and the others started running away from the yellow wave.

"Don't watch the clock," Jen said as she and Ben ducked behind a corner before the wave finally went away. She then took off the blindfold and looked out. "Phew, I'm not hypnotized. My idea worked!"

"What, why is it so quiet?" Ben asked before he and his sister ran over and saw that Gwen, Becky, Max and Allison had fallen asleep just before they turned the corner.

"This is not good," Jen said.

They ran over to the shopping bag and rumaged around for the key to the handcuffs in a hurry.

"Come on, where's the key?!" Ben groaned.

 _"All arise and obey my every command!"_ Sublimino said on the video. _"Every minute of every day!"_

That was when the others woke up along with the rest of the mall and they stood up at attention to Sublimino.

 _"Now bring me all the riches of this place!"_

The mall patrons then departed and walked away towards the different stores as Gwen knelt and took the shopping bag away and the key along with it.

"Oh no!" Jen shouted.

And thus, chaos ensued. The patrons broke into the cash regiesters and stole all the money as well as smashing the windows of a giveaway car and driving it away.

Becky smashed an ATM machine open with a hammer and started loading the cash into a bag along with her sister as Allison wheeled away a jar of cash at a prize wheel.

"Yes! Yes!" Sublimino said from the control room. "First the mall, then all of America! There will be no stopping me!"

As the twins walked around through the mall, helplessly looking on as the patrons stole all of the money and merchandise from the stores around them before Jen gasped and saw a booth where they fashion keys for all kinds of locks.

"Ben, look!" she said as she took her brother by the hand and led him to the booth.

Inside, they found a motor running with a blade that they use to fashion the keys.

"Carefully, now," Ben said before he broke the chains of the handcuffs with a smile before he and his sister engaged their Omnitrixes. "You ready for this?"

"I'm not sure having to fight my own family," Jen said. "But I guess I have no choice."

"Alright, Sublimino," Ben said. "You may control every last person in the mall-"

The twins then slammed down the Omnitrixes as they transformed into Wildvine and Blossom Rose respectively.

"But what about plants?" Blossom Rose asked as they ran out of the booth and saw the patrons around them.

"Let's do this, sis," Wildvine said as they shot their arms out and stretched out their vines as they launched from balcony to balcony as they glared outwards at a video image of Sublimino on one of the screens.

 _"You there, plant people! Stop! Obey me!"_

"Not happening," Blossom Rose said as she and her brother stretched away as Sublimino glared and spoke to his slaves.

"Don't just stand there! Stop them!"

As soon as they reached the next floor, Blossom Rose was immediately struck by the giveaway car and was being driven all around the mall before she gasped outwards and she was being tossed around on the car like a rag doll.

"The emergency brake!" she realized before she stretched her vine fingers outwards and engaged the brake, stopping the car just short of hitting the toy store. She was immediately thrown from the roof and face-planted into the glass window before slumping down unconscious.

Meanwhile, Wildvine was still looking for Sublimino when he saw Max and Gwen coming up in another car with Gwen driving as he quickly stretched his way onto the sign of a store and saw them drive past.

"Hey, how come Gwen gets to drive?" he asked.

That was when the car drove off of the balcony's barrier, causing him to gasp.

"Grandpa! Gwen!" he shouted.

Wildvine then leaped down and wrapped his vine-legs around the broken poles of the barrier before stretching his torso down as far as he could before he finally caught the car's rear bumper before he stretched out and grabbed the opposite barrier on the other side, the car stretching his body out like a hammock.

"Hang on!"

Wildvine groaned and shouted as the car stretched his body down before it finally reached the bottom floor. He then ceased his grip on the barriers and slumped down to the ground as Gwen and Max stepped out.

Meanwhile, Blossom Rose rubbed her head and groaned as she stood up before she suddenly turned around and dodged an arrow that was shot at her as she gasped when she saw Becky aiming her bow at her and Allison absorb the linoleum from the floors with a glare as hse formed her hands into hammers.

"I don't want to fight you guys," Blossom Rose said as she then dodged and ducked down the arrows fired at her. "...But I will if I must!"

She then dodged the arrows that were fired at her as she twirled around and fired vines out of her fingers as Allison fired at her and wrapped around her fist, which she then redirected and brought it around to hit Becky, knocking the wind out of her as her arrows and spear went flying and landed on the floor around her as she slumped against the wall.

"Sorry, Becky!" she quickly said as she turned to her best friend and quickly dodged her swipes from her hammer hands and shouted out as she brought her in and gave her a kick before she charged up her rosebud attack and fired her solar beam from her flower once it bloomed and it blasted Allison to the opposite side.

Fortunately, it didn't kill her because of her armor protection, but it immediately dissolved around her once she fell unconscious against hte wall.

"Sorry about that too, Allison!" she called before she saw Wildvine rising on the elevator before she shot her vines around the cables as well as she started rising as well before they both climbed up to the roof.

"So, what's new with you?" Wildvine asked.

"I just had to fight off our cousin and my best friend," Blossom Rose said.

"And I just had to save our other cousin and grandfather from crashing in a fiery car crash... man, we're having a weird day."

"Moreso than usual," Blossom Rose said before they both fired their vines to the top floor and crashed into the security room where they were face-to-face with Sublimino.

"Show's over, Sublimino!" Wildvine said. "Surrender!"

"Trim those weeds, my slaves!" Sublimino shouted as some of the previously hypnotised slaves came out with running chainsaws as Blossom Rose got a nervous look on her face.

"Don't worry, sis," Wildvine said. "I have an idea."

He whispered in her ear before she smiled.

"I like that plan."

Wildvine then shot up to the ceiling and grabbed onto it before releasing his seed pods from his back, unleashing a cloud of smoke, which enveloped the room before Blossom Rose ran in and put her hands together and unleashed her sleeping pollen from her pores, which the seniors then inhaled before falling asleep in the room.

Panicked, Sublimino ran away, but not before Wildvine caught him and wrapped his vine fingers around his legs before dangling him over the giant hypno clock with a glare as his sister showed up with a glare.

But that was when the ten minutes had expired and the Omnitrixes timed out, causing Ben to lose his grip as he and Sublimino were sent tumbling downwards onto the clock's hands.

"You!" Sublimino glared. "I will put you into a trance from which you will never recover!"

He reached into his coat pocket and brought out his pocketwatch, but that was before it was blasted out of his hands by Jen's energy blasts as she ran up on her energy platforms and smirked.

"I don't think so," she said as she used her telekinesis on the pocketwatch and sent it into her hand.

That was when she saved Ben using her telekinesis when the second hand started ticking again and she glared outwards as he was set onto her platform.

"You may do the honors, bro," she said, handing the pocketwatch to him.

He then pressed the button on the watch, releasing the sonic pulse again, enveloping everyone in the mall.

"Everyone, wake up! You're all free!" he demanded.

That did the trick as everyone was sent out of their trance as Sublimino protested on the clock.

"No! No, no! It isn't fair!"

"Who's the baby now!?" Ben shouted as Sublimino reached for him, but lost his balance and was sent tumbling downwards.

Fortunately (or unfortunately depending on your point of view), there was a bounce house underneath the clock that he immediately bounced off of and was sent into the floor, alive and well. He tried to get up but was stopped by Max as he put his foot on the hypnotist.

"I don't think so," he said as Becky and Allison came in clutching their heads.

"Ugh, what happened?" Becky asked. "I feel like I was just hit by a sledgehammer or something."

"And I feel like I was fried by a heat beam," Allison said. "Oh no, we fell under Sublimino's control, didn't we?"

"I'm afraid so," Gwen grimaced as Max looked up.

"Where's Ben?" Max asked as Jen walked by while carrying Ben in her arms as he slept peacefully in her grasp.

"Don't worry Granpda. He's taking a much-needed sleep."

* * *

"So, you're not going to prank me anymore?" Gwen asked as Ben sighed.

"Nope. My pranking days are over," Ben said. "That trip to the future made me realize how much I need you guys to help me. You guys deserve my love and respect, and if that means I have to sacrifice my pranking, so be it."

"That's real hero talk," Becky said as Allison smiled from the side bar.

"Now you're sounding more like your sister," Jen said with a smile as she gave Ben a playful noogie and they hugged.

"Aw," Gwen said as she hugged Ben. "And we're sorry for the pranks back at the mall, but we had to try to keep you awake."

"It's fine," Ben said as he showed the pocketwatch. "As long as it got us something new for the collection."

The kids all laughed again as the Rust Bucket continued on to its next destination.

* * *

 **Next time on Ben and Jen 10:**

 **A Change of Face**


	28. A Change of Face

The gang was in Salem, Massachusetts, where a pilgrim festival was clearly underway. Everyone dressed up like pilgrims did when they landed at Plymouth Rock and there were horse-drawn carriages instead of cars and stands where they were selling old-fashioned plates and foods everywhere.

The camera shot to Gwen dressed up as a witch, Max dressed up as a judge and Becky dressed up as a farmgirl as they stood outside of a store.

Max then knocked on the door of the store.

"Enough of this, you guys," he said. "Now get out here."

They heard three groans from inside as the door opened to reveal Ben dressed up as a pilgrim with a black outfit and hat, Jen dressed up as a female pilgrim with a brown outfit and Allison dressed up as a maid with a blue outfit and hat.

"I feel like a total dweeb!" Ben groaned as Allison glared.

" _You_ feel like a dweeb?!" Allison said. "I'm a goth, Ben! Nothing looks good on me except for black and grey!"

"Sorry, it's not my fault the witches outfits were sold out," Ben said.

"That's it, we're changing!" Jen said before Max grabbed her as she turned to walk away.

"Nonsense," he said. "You can't visit Salem, Massachusetts without soaking up the local history! Now come on."

The three groaned as they walked away and saw some kids nearby taking pictures of a pilgrim statue before they turned to the twins and Allison and giggled as they started taking pictures of them, much to their embarassment.

"Oh man!" Jen groaned, blushing.

"Grandpa, can we please change now?" Ben asked.

That was when they heard a purple magic blast coming from a building nearby and a fire erupted, causing the civilians to run away in a panic as they screamed and ran away as rocks and chunks of the buildings fell away.

"Uh, guys, you can go ahead and change now," Max said.

"Sweet!" Ben said as he dialed in the Omnitrix and his sister did the same. "Goodbye zero, hello hero!"

They then slammed the Omnitrixes and transformed into Stinkfly and Battlefly... while they still had their hats on.

"It feels good to be cool again!" Stinkfly shouted as he and his sister flew up to the building.

On the roof of said building, a figure quickly stepped out from the shadows caused by the flames to reveal a smirking Enchantress as she glared down at the heroes.

"Ah, I love being a witch," she said before a figure appeared in a flash of purple light on an adjadcent building and Charmcaster revealed herself as she fingered some of her marbles in her hands as she glared towards her older sister.

"Not today," she said. "No one's getting hurt by you under my watch... sis."

Suddenly, from another corner building another portal appeared and Scarlett stepped out with a smile as she glared down at the Tennysons, particularly Gwen as she nodded.

"So, get any good artifacts for the Protectors lately, Queenie?" she heard as she sighed and glared as a familiar figure from the future appeared behind her as she sighed.

"Why am I not surprised?" she asked as she turned back to look at Drake Flame, but his face was obscured by her armor as she glared. "Drake Flame."

"In the flesh," he said with a bow as she glared. "You took the Charms of Bezel back to the Mystic Isles."

"Yes," she said. "I had to."

"You're wasting your time," he scoffed. "There are several versions of those artifacts in several dimensions. You'll never collect them all."

"My missions are not wastes of time," Scarlett said. "I'm a Protector. We do whatever it takes to protect the multiverse. And if that means breaking the rules that so-called Time Patrol have set in place, then so be it."

"You think that Gwen is untrustworthy with the Charms of Bezel?" he asked with a glare.

"It's not that Gwen can't be trusted," Scarlett said. "It's that no one can be trusted. The charms have enough power to take over everything and there's always a chance that they can fall into the wrong hands."

"Maybe so," he said as he smiled to her. "But do you think that Gwen can be trusted with the power?"

"Honestly, I'm not certain," Scarlett said. "She's done so much and helped so many people, but these things together have so much power. I don't know if she can handle it."

"Well, find out soon," he said as Scarlett raised an eyebrow.

"Pardon?" she asked.

"I can give her the power without the actual charms," he said as he smirked and showed her a pen.

"No," she said. "You didn't."

"I did," he smirked. "This pen is loaded with magical ink. I could draw the symbols of the charms and the keystone on Gwen's arm, which would load her with the power of Bezel. The actual charms will still be safe on the Mystic Isles."

Scarlett nodded with a sigh at him. "Gwen definitely deserves the power and she's proven herself worthy of it twice already... I guess no one could get hurt as long as she gets the proper training to use them to their full potential. Very well, Drake Flame. As a Protector, you have my blessing."

"Glad you see things my way... for once," he smirked as Scarlett sighed and a portal opened behind her as she sighed.

"Farewell, Alpha Osmosian."

* * *

Stinkfly and Battlefly put out the fire using their slime blasts and wind blasts as they shouted out and let the citizens run away as Enchantress glared and jumped down to observe the twins, particularly Battlefly.

She then fired out some marbles and blasted out some fire blasts as the twins flew in and shouted out as they noticed the fire spreading before flying towards it.

"That's it," Enchantress smirked. "Closer. Come into my parlor, said the spider to the Battlefly."

They then blew out the fires using their slime and wind blasts before Jen looked into the mirror and saw she still had her hat on and Ben did too.

"Oh great!" she shouted. "Now we look like _alien_ dweebs!"

They then blasted off their hats before Enchantress came in and smirked as she stepped on the hats.

"Enchantress!" Stinkfly shouted as she put up a purple void around her and glared.

 _"Transfera Identica! Transfera Identica! Transfera Identica!"_

She then blasted out a magic blast at Battlefly and she gasped as she tried to fly away, but she was caught in the void too and gasped as she was brought in closer to Enchantress.

"I feel strange," she said.

"Jen!" Stinkfly shouted.

* * *

Meanwhile, Gwen, Becky and Allison were still trying to calm down a horse who was frightened by the fires surrounding him.

"Easy boy," Becky said. "Easy boy."

The horse then panicked and ran off as Gwen screamed as she was startled into the carriage as the horse ran away, right into the path of Enchantress as she prepared her spell as Charmcaster looked up from above and gasped.

"No! She can't be!"

Gwen screamed as Becky and Allison ran up as she was tossed from the carriage and gasped as she collided with Battlefly and sent her careening out of the magic void and she was brought in closer to Enchantress.

"No!" she protested. "Not you!"

The spell completed with a mighty _BANG_! as Enchantress and Gwen were tossed to opposite sides of the area as Enchantress groaned and rubbed her head as Battlefly recovered and Stinkfly flew to her side.

"I wonder what that was?" she asked as she saw the horse still going out of control as they flew after it.

Enchantress gasped as she looked into the broken glass window of a shop at her reflection. "Enchantress!"

She then turned around, only to find that no one was behind her. She then looked back at her reflection and started making faces at it with the reflection mimicking.

Meanwhile, Gwen turned the corner at the display before her before looking at her body and screaming out in terror and she fell back.

"Whoa, its' me!" Enchantress, or rather Gwen in Enchantress' body gasped.

She then heard a commotion behind her and saw the horse-drawn carriage trying to be calmed by Stinkfly, Battlefly, Becky and Allison as they shouted out as Becky pulled on the reins of the horse.

"Whoa! Down boy!" Becky shouted.

"Sis, Jen, Allison!" Gwen gasped before running up.

"Oh no you don't," Enchantress said from inside Gwen's body, which was surrounded by a dark purple aura. "You're not going to ruin my plans this time, miss goody-goody!"

She then leaped forward before landing in front of her adversary's path just as she was about to reach the others as Max ran up.

"Uh-uh!" Enchantress teased before punching Gwen in the face as she slumped against a tree unconscious.

That was when Becky and Allison finally got the horse calmed down and it came to a stop as the Omnitrixes timed out and the twins landed on the ground.

"Gwen, what's going on?" Max asked.

"Uh," Enchantress began as she looked to her body's unconscious form with her adversary's mind inside. "It's... Enchantress! She...must be behind this whole thing!"

"Wait!" Gwen began as she stirred awake and walked up. "I'm not-"

She never finished as Enchantress slammed her in the gut sending her sprawling to the floor again.

"Don't want her reciting a spell that'll turn us all into weasels or something," Enchantress lied. "Don't know what will come out of her mouth."

Charmcaster looked up from above and gasped as she looked on at her sister's deeds.

"She did it," she said as she gasped. "She actually did it! Oh, I gotta undo this spell. But I need some ingredients to do so."

She then gasped as she teleported away in a puff of smoke.

That was when Drake looked out with a glare as he saw the conundrum before him before he sighed.

"Well, that definitely puts a wrench in things," he said. "I guess I'm going to have to wait until they solve this."

* * *

Later, the cops had cuffed Gwen and placed a tape on her mouth and were leading her to the squad car as she bowed her head in shame.

"Okay, jailbird," one of the captains said as she confiscated the bag of charms from her. "Your new home sweet home is going to be juvenile maximum security."

She closed the door on her as she gave out muffled protests and looked out towards the others, who were unaware that Enchantress was in her body.

Speaking of which, the villainess walked up to the door with a smirk as it pulled away.

"Don't worry, Gwen," she said, looking back at the others. "I'll take care of your family _and_ that watch."

* * *

Later, the Rust Bucket had parked by Salem Harbor, which housed a life-sized replica of the Mayflower, the ship that the pilgrims used to set sail from England in search of a new world.

The group had changed back into their regular attire as Enchantress was talking with the twins with Becky and Allison close by.

"So, you two just dial in the aliens you want, you just slam it down and you're ready to kick butt?" she asked as Becky and Allison raised an eyebrow at that as they crossed their arms while Ben and Jen could only look in confusion.

"Uh, yeah," Jen said. "But you've known that since the beginning of summer."

"Hey, since when are you interested in the Omnitrixes?" Ben asked. "You're always reading about magic and spells and stuff like that."

"Actually, I've kind of been dabbling in that affair as well," Jen said, wringing her fingers together. "Scarlett's powers and the future Gwen kind of intrigued me."

Enchantress just smirked and rolled Gwen's eyes.

"I think I've learned all I'm going to about that stuff," Gwen said. "I'm just interested in what you two are interested in."

Ben and Jen just looked at the Omnitrixes and sighed.

"No, I don't buy it," Ben said. "You wouldn't just change hobbies this quickly. You're up to something."

"We're not falling for it," Jen said as she walked away briefly and Enchantress growled as she suddenly grabbed out her leg and Jen gasped as she was yanked onto her back.

"No one turns their back on me and gets away with it!" she shouted as she twisted Jen's foot, causing her to shout out in pain and Ben, Becky and Allison to gasp out in shock.

"Hey, I would normally expect you to do this kind of thing to me, but to Jen?!" Ben asked as he glared at Enchantress. "What's wrong with you, Gwen?!"

Max then walked out of the Rust Bucket with a glare. "What on Earth is going on here?"

"Gwen snapped her cap, that's what's wrong!" Jen said as she rubbed her poor foot with a wince.

"You're right," Enchantress said with an innocent smile, while the twins, Becky and Allison weren't buying it in the slightest. "It was all my fault, Grandpa. I started it. I'm sorry, Jen. Can you forgive me?"

"Uh, are you feeling okay?" Jen said. "Mood swings don't normally happen at your age."

"I know," Enchantress said. "Let me make it up to you. I'm going to cook up something special. Just for you."

That was when the twins and Max shrugged and walked back into the Rust Bucket, leaving Becky and Allison alone as they just shook their heads.

"You totally know that wasn't Gwen, right?" Becky asked as her friend nodded.

"Totally," she said. "What do you think happened?"

"Let's see, it must have been at the fight today," Becky said as she thought back to the fight with Enchantress when she was on the carriage. She had saw Enchantress and Gwen in two purple orbs and arcing lighting between them. That was when her eyes widened.

"O.M.G." she said in shock. "Gwen and Enchantress switched bodies!"

"But how?" Allison asked as Becky was panicking as she sat on the seat to the door.

"I don't know! Magic or something! But whatever it was, my sister's in jail!"

"Well what can we do?" Allison asked her friend. "Neither of us know the first thing about magic and even if we did, Max is not going to let us anywhere near that prison!"

"We have to think of something!" Becky said. "But my sister's a fighter. She'll find her way out. I just know it."

* * *

Speaking of Gwen, she was being lead into the prison mess hall as they closed and locked the door behind her.

"But I'm innocent!" she protested as the guard walked away from her. "You have the wrong girl!"

"Yeah, that's what they all say," the guard said, dismissing her.

"Don't I at least get a trial?!"

Gwen could only sigh in defeat as she walked into the mess hall with the other inmates (all female) looked on at the newbie as she sat at a table.

She then felt something tickling her arm and she reached into Enchantress' sleeve and saw that she still had some white marbles tucked away in there.

"So, what are you in for, Princess?" a tough voice asked as two figures walked out from the shadows with a menacing smirk. "Wearing your Halloween costume in the middle of summer?"

The one speaking wore a brown jacket over a light beige sweater over a green shirt and dark beige pants. She had fair skin, brown curly hair, brown eyes and a bandana tied around her forehead as she glared.

Her lackey had tan skin, straight brown hair and blue eyes. She wore a T-shirt with a hockey mask on it and brown cargo pants.

"Good one, Pinky!" her lackey laughed.

"Shut up, Missy!" Pinky shouted. She then rolled her eyes and walked up to Gwen with a smirk as she patted her cheek. "There are only two rules in here. Rule #1: I'm in charge so what I say goes."

"And Rule #2?" Gwen gulped.

"Obey Rule #1 or else," Missy said, cracking her knuckles while Gwen looked on helplessly.

* * *

Meanwhile, the group had driven to the marketplace where Enchantress was buying some ingredients while the others looked on.

Also, a hooded figure was also shopping at the opposite end of the shop as she turned to the camera and revealed herself as Charmcaster to the audience as she fingered her spellbook as she saw the girl who she knew was Enchantress look over the selection of seafood such as clams and oysters on sale.

"Okay," Max said. "Judging from your list of ingredients, whatever you're cooking up is going to be very exotic."

"Translation, it'll taste like barf," Jen said as she rolled her eyes as Becky sighed.

"Hey, I've been living off wild aliens for the past five years. I'll be up to eating anything at this point," Becky said.

"I don't blame you," Allison said as Enchantress continued shopping.

"Sea urchin eggs?" the shopkeeper asked. "What do I look like, Mr. Seafood Gourmet? What you see is what I got, girly."

Enchantress glared as she brought up her hand, which glowed a purplish aura and brought her hand up to the octopuses on display. _"Latnica Sorensay!"_

Suddenly, the octopuses shot up from the stand and shot at the shopkeeper, snatching onto him with their suction cups and sent him sprawling onto the floor, ink spilling everywhere.

"Interesting," Enchantress smirked as Jen and Max ran up to help the shopkeeper. "Bad things can happen to you when you're not nice."

While the chaos was happening, two men in the marketplace and ran up to the truck that Enchantress had gotten her ingredients onto and quickly fired it up and drove away as Max and Jen pulled the octopuses off of the shopkeeper, leaving him with suction marks all over him.

"Hey, that's my truck!" he shouted as he ran after the truck.

"My ingredients!" Enchantress shouted as she glared.

"Looks like a job for XLR8!" Ben said as Max, Jen and Allison covered him as he transformed into...

"Diamondhead?" he asked. "Aw man, I have a need for speed!"

That was when Enchantress looked over and saw two segways nearby.

"We'll use these," she said.

"Rats, no keys," Diamondhead said as he got on this. "Maybe there's another way to-"

He was interrupted as Enchantress briefly waved her hand in a glowing aura as the segways started themselves as they sped off.

"Whoa!"

"Guess you don't need them," Enchantress smirked as she drove after him.

"I'd better follow them," Jen said as she activated her Omni Suit and ran up on her energy platforms as she ran away and glared as she chased after the truck.

"Well, what are we going to do now?" Becky asked as Charmcaster removed her hood and walked up to the too and took them in her arms.

"You come with me," she said as she teleported the three of them away from the marketplace and onto a rooftop.

"What just happened?" Max asked, confused.

* * *

Back with the truck, the crooks laughed at each other as his partner looked in the rear-view mirror to see Enchantress and Diamondhead approaching.

"Hey, I think the Omni Twins are following us along with some little girl," his partner said along with her as he looked above to see Jen flying in as Firefly above them.

"It could be worse," his partner said. "There's only three of them. It's not like we're going up against the L-Crew or something."

The chase continued through the approaching traffic as Diamondhead quickly steered and avoided approaching traffic and cut through the park, dodging civilians and hot dog carts left and right.

"Sorry, excuse me! Coming through!" he called as he crashed through a bench and cut on the other side of the park, joining Enchantress as Firefly flew beside him.

"You're wishing that you could fly like me right now, don't you brother?" she asked as she flew forward and fired her heat beam from her abdomen that blasted the truck's rear, which was still open in the back.

"Hey, watch my ingredients!" Enchantress called.

That was when the segway finally gave way under Diamondhead's weight and it crashed downward and he crashed into a nearby dumpster, absolutely miserable as the garbage slumped off of him and his sister groaned as she flew him up to the rooftops so they could continue their chase as Charmcaster, Becky and Allison looked on from their rooftop.

"What do we do?" Allison asked her old friend.

"Nothing," Charmcaster said as she looked at Becky who nodded. "And you are?"

"I'm Rebecca Tennyson, Gwen's twin sister," Becky said as she shook her hand. "But you can just call me Becky."

Diamondhead ran and jumped off of the roof to try to get the jump on the truck, but he missed and screamed as he finally fired some crystals down to form a slope that launched him into the air unsteadily as he sailed through the air as Firefly flew alongside him, whooping all the while.

"Whoo-hoo! Go Ben!" she cheered as they chased the truck.

"Where'd she go?" the light-skinned crook asked as they lost sight of Enchantress.

"You messed with the wrong little girl," she said with a glare, suddenly appearing in the backseat of the truck, causing the crooks to gasp.

That was when Diamondhead tossed a few crystals and Firefly threw a fireball downwards, destroying the back tires, causing the truck to careen out of control and crash into a wall nearby.

That was when Firefly and Diamondhead landed on the ground as a crowd gathered.

"Gwen, are you alright?" Diamondhead asked as the Enchantress was in the back of the truck laughing her butt off as the crooks were attacked by live lobsters as they screamed and shouted.

"We give up!" the dark-skinned crook shouted.

"Just get these things off us!"

"Don't you think we should help them, cousin?" Firefly asked.

"Let 'em suffer," Enchantress said. "That'll teach them to steal from me. I have more shopping to do."

That was when she left, leaving the twins confused as Charmcaster, Allison and Becky examined from their rooftop as they glared.

"So, Charmcaster," Allison said. "What's going on?"

"I don't know all the details since I've been tracking my sister, but it clearly involves something-"

"Like switching bodies with my sister?" Becky asked with a raised eye.

"Actually, I think that was an accident," Charmcaster said. "The one that she's after is Jen."

"Jen?" Allison asked.

"She wants Jen's Omnitrix and her powers," Charmcaster explained. "If she can supercharge her spells with Jen's powers and have all the powers of one of the Omnitrixes, no telling the kind of magic that they can do."

"No way!" Becky said. "I bet the ingredients she's getting are for another body transfer spell. I don't know any recipes that have sea urchin eggs, but I want no part of them."

"We have to stop her," Allison agreed.

"Agreed," Charmcaster said. "I'll be in the shadows helping you two. And I'm sure that Gwen can find her way out of prison herself. I don't want to draw too much attention to myself."

"Smart girl," Becky said as the kind young magician waved her hand and the two were teleported back beside Max at the marketplace.

"What did we miss?" Allison asked.

"The twins and Gwen just stopped the truck," Max said.

"Right, nothing new," Becky chuckled as Gwen and the twins walked back in and she and Allison gave her silent dirty looks.

* * *

At the prison, Gwen was absolutely miserable as the lunch lady plated her up a tray full of gruel that looked 100% processed.

"What an interesting color," she nervously chuckled. "Say, you wouldn't have anything that's organically grown, would you?"

"Sure thing," the lunch lady, Crabtree said, digging in her ear. "I grew this myself."

She then took out some ear wax and dug it into the gruel, causing Gwen to throw up in Enchantress' mouth.

"Make sure you come back for seconds, sweetie. Plenty more where that came from."

Disgusted, Gwen walked up to a table when she felt something up Enchantress' sleeve. She pulled it out to reveal:

"Enchantress' book of spells," she realized.

She then flipped through the pages, trying to find something before she finally caught sight of it.

" _Transferra Identica,"_ she realized. "A body transference spell. So that's how she did it. But why would Enchantress want to switch bodies with me... unless she didn't want to switch bodies with _me_. Jen! She wanted to switch with Jen! That way she could get her Omnitrix and energy powers. She would become all-powerful! Oh man, I got to get out of here!"

"Princess," Missy said as she and Pinky walked up to her table. "So what you got there? You've been holding out on us."

As Gwen turned to leave, Pinky grabbed her arm and slammed her back down.

"What you got to say for yourself, Princess?"

"Just this," she nervously said as she picked up her tray. "Food fight!"

She then swiped the tray in front of the girls, splattering them with gruel as they stumbled back into the other tables, splashing gruel on the other girls as well.

Soon, chaos ensued in the mess hall, which was certainly living up to its name as gruel was flying through the air as Gwen tried to get away.

However, Missy brushed the gruel out of her eyes and ran after her as she ducked and Missy slammed into the table of a rather muscular looking female inmate.

The inmate growled and threw at Missy, but she dunked and the gruel hit Pinky, sending her sprawling backwards.

Gwen tried to duck and sneak away as she dodged the disgusting excuse for food, but she collided with Pinky's chest, the convict obviously unhappy.

"You've got guts, girl. I'll give you that," she said. "Now quit stalling and give it to me!"

"Okay," Gwen whimpered as she reached into her sleeve and produced the egg-looking charms. "I'm just not exactly sure what 'it' is."

Suddenly, the eggs cracked and out hatched some stone charm birds that flew forwards, startling Pinky and sending her backwards.

Missy and a few other inmates walked up to her with a glare. That was when the birds flew backwards and started attacking them too.

As Gwen turned to leave, her collar was suddenly picked up by Crabtree

"Troublemaker, huh?" she asked. "Well you'll be scrubbing pots and pans until your hands fall off."

That was when Gwen quickly produced Enchantress' spell book and quickly chanted out a spell.

 _"Bellum Ocorro Mazzora!"_ she shouted.

That was when the ladle Crabtree was holding suddenly came to life and wrapped around her arm. Panicked, she pried it off and stumbled into the cafeteria line, where the knives, forks and spoons came to life as well and walked towards her. She screamed and stumbled into the trashcan, where she slammed into the floor and cried outwards.

"Cool!" Pinky said as Missy and the other inmates started cheering for Gwen, who, embarrassed, took a bow.

That was when the guard from earlier walked up with a glare.

"Let me guess: you're innocent?"

Gwen then looked down in shame.

* * *

Ben, Jen and Max stood at the bait and tackle shop, where Enchantress was still doing her shopping and Becky and Allison were working on a plan.

"So what are we going to do?" Becky asked.

"Charmcaster said she has all the ingredients for her own spell to reverse it. That way, when Gwen shows up, she can reverse it. If she doesn't enact her plan on Jen first. All we can do is wait," Allison said, crossing her arms.

"I hope Charmcaster is right. For all of us," Becky said.

"Um, Grandpa," Jen asked. "Have you noticed that Gwen's been acting kind of weird lately?"

"I mean, weirder than normal?" Ben asked.

"Now just because she wants to follow in her grandfather's culinary footsteps doesn't mean she's weird, you two," Max said as Jen groaned.

"Oh, no," Ben said, sarcasm evident in her voice. "Of course not."

"Even then, it wouldn't make any sense. She's always hated your cooking as much as Ben and I have."

"I got it," Enchantress said, holding up a container. "The final ingredient."

Max then took the container and looked inside. "Ooh, sea urchin eggs?"

"Sea urchin?" Jen asked as Allison walked up. "Does that have any place in cooking anyway?"

"Sea urchin, funny story," Allison said. "Is actually one of the world's finest delicacies and the best part of any sushi menu."

"Really?" Jen asked as Allison nodded.

"The Japanese call it uni," she said as she saw the others looking at her funny. "What, I watch a lot of Food Network."

"Those must have been expensive."

"Not really," Enchantress said. "I sweet-talked them into giving me a deal."

The camera panned to inside the shop where the keepers were gagged with tape and hanging from the ceiling by a rope that was tied around them.

That was when Becky and Allison walked up to her with a glare as they looked at her.

"We know what you're up to, Enchantress," Becky whispered. "You're in big trouble."

"I don't think so, you two," Enchantress smirked. "It's you who's in trouble."

"We'll stop you," Allison said.

"Not without proof you won't," she giggled as she ran off, leaving behind two very angry girls.

* * *

Back at the prison, Gwen, Pinky and Missy were now being forced to clean up the mess hall from the food fight's aftermath.

"And when you're done here, someone gets to buff my bunions," Crabtree said before walking away.

"Hah," Pinky scoffed. "Small price to pay to see the look on Crabtree's face when she fell into that trashcan."

She then walked up to Gwen as she mopped up the floor as she handled the hose.

"You're alright, Princess. Look, if you ever need anything-"

"Actually, what I need is to find a way out of here," Gwen said.

"Armed guards at every exit?" Missy asked. "No way you could ev-"

That was when Gwen spotted the water going down the drain in the center of the room.

"Hey, I think I found a way out of here. But we'll need a distraction."

"No problem," Pinky smirked as she and Missy nodded to each other.

The pair then walked up to the guard and Crabtree before Pinky sprayed the hose with water, blowing her backwards and Missy tossed her mop towards one of the guards, sending her sprawling to the floor as she ran up.

Gwen then shouted out as she threw a charm at the ground and blew the drain cover off in a pink explosion, sending it crashing into the wall. The three then jumped down the manhole, making their escape as the guards ran up with a glare.

Meanwhile, another door in the prison opened and Enchantress' charm bag came hopping up to the mess hall on its own

Gwen, Pinky and Missy ran threw the sewer system as they reached a gate with metal bars in it as Pinky smirked.

"Check it out," she said. "This must spill out into the city's main drainage system. If we can get past it, we're home free!"

Suddenly, they saw the flashlights of the guards shining through the corner as the charm bag flew into the arms of its owner.

Gwen opened the bag and revealed the marble charms.

"Step back," she said to Pinky and Missy.

They did so as she threw the charms at the gate, blowing away the gate as she walked through and looked to the two criminals.

"So I don't suppose you guys are going to change your ways and give up crime are you?"

Pinky and Missy looked at each other and laughed.

"Yeah right!" Missy said. "We've got to make up for lost time!"

"I thought you were going to say that," Gwen sighed.

She then reached into the charm bag and threw two stone figures into the sewer water that grew into the white stone beasts.

Pinky and Missy grew scared as they ran away, right into the arms of the guards that followed them as Gwen ran away into the sewer with the beasts following her.

"If I ever see you again, Princess, I'm going to introduce you to all ten of my friends here!" Pinky shouted over her back.

"Oh, don't worry," Gwen said. "You won't."

* * *

At the Rust Bucket, Enchantress added her ingredients to a boiling cauldron pot with the others watching and Max by her side.

The smell drifted to Jen's nose as she gagged and plugged her nose.

"Oh, gag me!" she said. "Please don't tell me that smell is coming from that dinner you're cooking."

Meanwhile, Charmcaster appeared in a puff of smoke by Allison and Becky as she nodded and held out her own bag of ingredients.

"These are the same ingredients for the spell," she said. "I'm not as good at magic as Enchantress here, but I think I can use the spell to reverse it."

"I hope you're right," Becky said as Allison nodded.

The twins walked off to the opening to the harbor when they saw Gwen walk in, not knowing it was her due to the fact that she was in Enchantress' body.

"Enchantress?" Jen asked as she lit her hands up in her energy as Ben got into a fighting stance.

"Forget Gwen," Ben said. "This time, we're kicking your butt ourselves!"

Before they could do anything, the stone beasts ran in and tackled them to the ground as Gwen shook her head.

"Sorry, but I can't let you guys do that," Gwen said. "If you do, you'll kick my butt without listening to what I have to say."

"You got that right," Ben spat.

"Just listen to us," she said. "Gwen's not Gwen. I am! She did some kind of transference spell and we wound up switching bodies."

"Yeah, how dumb do you think we are?" Ben asked.

"I don't have time for trick questions," Gwen said. "Haven't you been seeing the way Gwen's been acting all strange?"

"Wait," Jen said as her eyes glowed pink and she blasted the beast off of her and she stood up. "I think she's telling the truth."

"What?" Ben asked.

"When we were fighting, Enchantress used a spell on both me and her, but Gwen interrupted it," she said. "I think that she wanted to switch with me."

"Why would she do that?" Ben asked as Jen helped him up.

"For my powers and my Omnitrix," Jen said. "Imagine the damage she could do with them and her magic."

"You have to believe me," Gwen said. "Would I ever lie to you?"

"Enchantress would," Ben said. "But Gwen wouldn't."

"She's telling the truth," said a familiar voice from behind as Charmcaster, Allison and Becky walked up and Becky then gasped and ran up as she hugged Gwen.

"Gwen!" she shouted as she hugged her. "Oh, thank goodness you're alright! I knew you'd get out!"

"What is _she_ doing here?" Gwen asked as she and Max ran up and the others stood their ground.

"They're saying that you're not you and Enchantress isn't herself but you two are each other," Ben said as he held his head. "At least... that's what I think they're saying."

"Gwen, is this true?" Max asked to Charmcaster.

"Yes!" Jen, Gwen, Allison and Becky all exclaimed.

"She's not Gwen!" Gwen said. "I am!"

"Who are you guys going to believe?" Enchantress asked. "This liar or your own eyes!"

"Alright," Jen said. "Time for a test. If you're Gwen, then you should know the name of the teddy bear Ben sleeps with."

"Hey!" Ben said. "Furry Freddy has his own bed! It just... happens to be next to mine."

"Ben, you dolt!" Becky said.

"What?" Ben asked.

"You just gave her the answer, you dweeb!" Gwen said. "Did your parents really send you to doofus school or were you born like this!?"

That finally got Ben's attention as he gasped and hugged who he now knew was his cousin.

"Gwen! It really is you!" Ben said with a smile.

"Duh!" Allison said.

"That's what we've been saying!" Charmcaster said, crossing her arms.

"Well, at least I can stop being all nice and sweet," Enchantress said with a leer at them. "It was making me sick. I was just lucky you have a magical aura, Gwen, or none of my spells would have worked."

"Yeah?" Gwen asked as Charmcaster stood by her side. "Well how about a little taste of you're own medicine?!"

She and Charmcaster both sent out magical chains from their sleeves that wrapped around Enchantress who closed her eyes and started chanting.

 _"Unsquiera Despariot!"_ she shouted as the spell blasted away from her and sent them all crashing down. "I'm the real sorceress here, remember sis?"

That was when the stone beasts walked over by her side and she smirked evilly.

"Now I can switch bodies with Jen and every spell I cast will be alien super-charged!"

She then brought her hand up as Allison groaned and pressed her hand to her temple as she saw her stick her hand out to the cauldron and the spell activated and she circled her hands and started chanting.

 _"Transfera Identica. Transfera Identica. Transfera Identica!"_

"No!" Becky shouted as she shot up and ran up to them as Ben, Jen and Gwen did too as they were all enveloped in a massive purple void as Max recovered.

"Ugh," Enchantress groaned as she looked down at herself and saw that she was back in her own body. "No! This wasn't the way it was supposed to happen! I'm me again!"

"Ha! Your spell messed up again!" a voice rang out.

"So I should be me," said another voice. "Wait? Was that my voice?"

"No, it was mine," said another familiar voice. "Wait, mine's different too."

"Oh no," Becky's voice said. "Please don't tell me."

They then walked out of the smoke and saw each other and screamed.

"Ah, I'm you!" they all pointed to each other.

"My mind is in Jen's body? Are you kidding me?!" Becky asked.

"Hey, at least you're still in a girl's body," Allison said from inside Ben's body.

"I can't believe this!" Ben said from inside Becky's body. "I'm a girl!"

"Allison, I like you, but I don't like the goth style," Jen said from inside her best friend's body.

"So, at least you're not stuck in your own sister's body," Gwen sighed as she groaned and Max just looked confused.

"So wait," he said as he pointed to the bodies of Becky, Allison, Ben, Jen and Gwen in that order. "If you're Gwen, you're Jen, you're Allison, you're Jen and you're Becky, then I'm... really confused."

"You fools!" Enchantress glared as Charmcaster stood up. "Now I only have enough ingredients for one more transference spell!"

"You won't get the chance!" Ben said. "Because I'm going hero!"

He then looked at Becky's wrist only to find no Omnitrix.

"You and Jen aren't wearing the Omnitrixes," Allison said as she and Becky held up their wrists. "We are."

"Then that means I have your powers," Jen said as she wriggled her fingers.

"No time!" Charmcaster said as the white stone beasts charged at them and she sent out her own brown stone beasts as they growled and distracted the beasts from the others as they ran away, Enchantress sending magic blasts at them only for Charmcaster to block them with her own magic.

"What are you waiting for?!" Gwen shouted. "Go alien and kick her butt already!"

"We're trying!" Becky said as she and Allison dialed in the Omntirixes. "But we've never done this before! Which way do you turn them!"

"Uh-oh," Jen said as she saw a magic blast incoming and they leaped before they got blasted.

Drake Flame then looked from above on another ship nearby and glared.

"Maybe I should get involved," he said before thinking again. "Nah, these guys have got this. I know it... Maybe... Probably... I hope."

* * *

Max recovered and looked down to find that he was tied to the Mayflower replica's mast with ropes as Enchantress whipped up her spell again as Charmcaster was tied to an anchor by her.

"You won't get away with this!" Max shouted.

"Says the old man hanging from the yard-arm," Enchantress glared. "Oh, and by the way. You're cooking stinks."

"It does?" Max asked as Enchantress looked over to her younger sister who chuckled as she squirmed in her bindings.

"You wouldn't do this to your won sister, would you?"

"I wouldn't dream of it," she said. "All I wanted was for us to have a better life and you betrayed me."

"No one has to get hurt, Enchantress. Just let me get the others back to normal and we can sort this out."

"Never!" Enchantress said. "It's too late for that!"

"Man, I hope the others can get out of there!"

* * *

Down in the cellar, the others were being held in the medieval pillorys with their hands locked in with their head in front of them.

"Like being a girl isn't torture enough," Ben groaned. "No offense, Becky."

"None taken," Becky said as she sighed and tried to get Jen's powers to work.

That was when Jen sighed as she struggled.

"If only I knew how to use your powers, I could bust out of here," she told Allison as she struggled.

"Tell me about it," she said. "I don't want to spend any longer in this male body! This is wrong on so many levels."

"How are we going to get out of this?" Gwen asked as she looked at Becky's weapons which were lying beside her.

"How do I use your powers?" Becky asked Jen as she sighed.

"Focus," she said. "You're tensing too much. Don't try to control it, embrace it. Let the energy flow through you like a gentle stream. It's not about focus. It's about passion."

"Okay," Becky said as she sighed and closed her eyes and relaxed in her pillory as she sighed. "Feel the energy. Let it flow."

Suddenly, she felt an energy flow through her that felt amazing. She then sighed out before she suddenly let loose an energy burst from her body that obliterated the pillory and she then tried dialing in the Omnitrixes.

"How do I use your powers, Allison?" Jen asked as Allison groaned from within Ben's body.

"Just feel the material around you," she said. "Scrutinize it to the last detail and then, just like that, it becomes a part of you until you release it."

"Okay, I'll try," Jen said as she struggled and breathed as she felt the wood around her wrists before she growled inward and then, suddenly and slowly, the wood crept up her arm down to her hands until it coated her entire body. She then shouted out and broke the lock on her pillory with intense strength as she removed the top of it from her system before she broke the locks on Ben, Gwen and Allison's pillars as Jen looked to her.

"Go Four Arms," Ben told Allison as she dialed it in and transformed into... Cannonbolt.

"Whoa," she said. "This _is_ kind of cool."

"I said Four Arms, not Cannonbolt!"

"Hey, she's no better at this than you are," Gwen said, defending her friend.

"Focus, girls and Ben," Becky said as she dialed in Jen's Omnitrix and slammed it down, transforming into Stinkbomb.

"She's right," she said.

"I just wish I could control your powers better," Jen said as she flexed Allison's fingers.

"Maybe it's better that you and I don't have powers right now," Ben told Gwen and he smiled.

* * *

"Maybe I should become that fire bug alien first," Enchantress said as she prepared her spell. "With my spells channeled through that alien body, Salem, Mass is gonna get burned.

That was when she heard the sound of crunching wood and looked and saw that her prisoners had escaped from the cellar.

"Tennyson!"

Max finally loosened the ropes' hold on him before he growled outwards and grabbed onto the rope in front of him and swung down, kicking Enchantress down to the ground as he ran and untied the ropes holding Charmcaster.

"Thanks," she said, rubbing her wrist.

"Don't thank me yet," Max said as he saw the white stone figures come to life beside them and they readied themselves.

"Sic 'em, boys!"

The stone beasts then growled and charged the two as they tackled Max before Charmcaster dodged their swipes with a backflip as she shouted and fired her disc charms at them.

Pretty soon, charms and magic spells were flying everywhere before they stopped when she heard a whistle nearby.

"You really should respect your elders," Stinkbomb said as Enchantress glared and looked over to see the others nearby.

"I don't respect anybody," Enchantress said, crossing her arms.

"It's over, Enchantress," Jen said. "Change us back or we're going to swab the deck with your butt."

"All you did is save me a trip downstairs for me to get you," Enchantress said.

Cannonbolt shouted out and rolled into a ball towards Enchantress, but she levitated out of the way and crashed over the deck and groaned outwards as she hung onto the edge.

"I have to give the twins credit," Cannonbolt groaned outwards. "This alien hero stuff is a lot tougher than it looks."

Enchantress shouted outwards as she levitated over to the cannons on the ship before she crossed her hands together.

 _"Declam Bakura,"_ she said as she pointed the cannons towards the heroes and then loaded the cannonballs into them. _"Saduka!"_

That spell fired the cannons towards them before Jen gasped and she, Ben and Gwen backflipped over the cannonballs before they gasped.

"Whoa," Ben said. "The others have some moves."

Jen then walked over and absorbed the lead from the cannonball before running over before she was suddenly enveloped in a magic aura as she gasped outwards.

"No!"

"Third time's the charm," Enchantress said as she activated the spell from her cauldron and aligned her hands as Stinkbomb glared and enveloped the area in a toxic cloud and then shouted out as she ran towards her. _"Transfera Identica. Transfera Identica. Transfera Identica!"_

She then shout out the same magic orbs and she and Stinkbomb were enveloped in them, causing everyone to gasp.

"Guys, help me!" Stinkbomb shouted.

"Nothing can stop me now!" Enchantress cackled.

Cannonbolt then gasped as she looked at herself and rolled towards the orb and Ben, Jen and Gwen nodded as Charmcaster recovered.

"Out of the way!" Jen shouted as she kicked Enchantress out of her orb as Charmcaster ran over to them and her hands glowed in pink energy.

 _"Adicias_ _Loqui!"_ she chanted as the spell briefly stopped arcing outwards. _"S_ _eparatum Align!"_

That was when the two orbs suddenly split into five orbs with each subject in them and she then positioned her hands and moved the subjects towards each other. Soon, the orbs passed through each other and Charmcaster groaned as they dropped to their knees.

"I'm me again!" Gwen said as she felt herself.

"And I'm Cannonbolt!" Cannonbolt cheered as he ran towards Enchantress who screamed outwards as Stinkbomb shouted out and hit her Omnitrix symbol, trasnforming back to her human form.

"This isn't over!" Enchantress said. "I'll just cook up another spell! I can't be stopped!"

"Don't bet on it, lady," Cannonbolt said as he shouted out and rolled towards her.

She tried levitating away from him until he crashed into the cannons and sent a cannonball falling towards her, sending her crashing away and her spellbook came falling out of her sleeve and right towards Jen's feet as she gasped and picked the book up and started flipping through it.

"Come on, there's got to be something useful in here," she said as she glanced outwards and finally stuck her hand out and she glanced nervously as she read the spell. _"Aquata Risa Spackwata?"_

That was when a spout of water formed from the harbor by the ship and trapped Enchantress in a sphere of water as she held her breath and protested outwards.

"Hey," Jen realized. "I did magic!"

"No way!" Allison said as she realized what Jen did and Cannonbolt rolled towards the anchor and wrapped it around Enchantress, trapping her and sending her charm bag flying into the harbor below.

"No!" Enchantress said as the group all glared at her as Gwen walked towards her.

"You want an out-of-body experience?" Gwen asked. "Try this!"

She then gave Enchantress a sucker punch, knocking her out.

Meanwhile, Max was still struggling with the stone beasts.

Allison then shouted outward as she and Becky ran in and smashed the stone beasts with their weapons, smashing them to bits as Charmcaster smiled.

"You did it," she said to them.

"No," Jen said. "We did it. Together."

"Thanks for all your help, Charmcaster," Becky said as Allison nodded and Ben's Omnitrix timed out.

"...Actually, that's not my real name," Charmcaster blushed.

"Oh," Jen asked as she raised her eyebrow. "And what is?"

Charmcaster then blushed as she whispered into Jen's ear. "Hope."

"That's a great name," Jen said as she and Charmcaster hugged.

"I'd better be going again," Charmcaster said as she prepared a portal behind her. "See you guys soon."

She then vanished behind the portal, leaving the group behind as they smiled.

"I love her!" Jen said after their friend left.

"Nice job, guys," Max said as he turned to Gwen. "Especially you, Becky."

"Grandpa, it's me. Gwen," Gwen said.

"Okay, I give up," Max said with a facepalm as they all turned to each other and shrugged.

* * *

Later, the Rust Bucket drove down the road and Ben sighed as they all tried to regroup and Jen rifled through her new spellbook.

"Ah, there's nothing like being back in your own socks," Ben said.

"Well, I hope this experience has taught you five to appreciate each other a little more," Max said as they all smiled.

"You know it," Becky said as she jabbed Allison in the shoulder and they giggled.

"And because of that," Jen said as she rifled through the pages of her spellbook with a smile. "Enchantress did say you have a magical aura, Gwen."

"And apparently, so do you," Gwen smiled at her cousin.

"Yeah," Jen said. "Magic's cool and all, but it wouldn't be much fun without my favorite cousin practicing it with me. So... _Las Dos."_

At that point, the spellbook was enveloped in a pink aura and started arcing through the air as they all looked up at it and then saw the magic disperse and then not one, but two spellbooks dropped down in both Jen and Gwen's laps as Gwen gasped.

"You're the best cousin ever!" she said as she hugged Jen.

"I know," Jen joked as they all laughed.

* * *

Back in juvie, Enchantress groaned as she woke up from her unconscious state when she saw Pinky and Missy walk up and cracked their knuckles.

"Welcome back, Princess," Pinky said as Enchantress gulped.

* * *

Late at night, when everyone was asleep in the Rust Bucket, Gwen groaned in her and Becky's bed as she found herself in a cold sweat. The camera zoomed into her dream as she gasped.

 _Gwen found herself walking through a void full of smoke as she wrung her hands together._

 _"Um, hello?" she asked as she heard footsteps walking forward._

 _"Gwen Tennyson," said a voice as Drake Flame walked through with a smile and folded arms as he walked up to meet her._

 _She suddenly found herself figuratively melting at how handsome he was once again before she slapped herself out of it._

 _"Wait, I remember you," she said. "You're Drake Flame, the one from the future."_

 _"Indeed," he said. "And now I'm here to tell you about a certain warrior's views in you."_

 _"Scarlett?" Gwen asked. "Look, if you're talking about how she viewed me as irresponsible, it was for the good of the multiverse."_

 _"But even she says that you deserve the charms," Drake said with a smile. "I agree. So if you could please stick out your arm for me?"_

 _She then winced as she rolled up the sleeve of her right arm as Drake smiled and stuck out the pen in his hand and fired a laser from it onto Gwen's arm and she screamed as it felt like it was slicing into her._

 _"Here is my permanent gift to you," Drake said as he moved the pen up and down as he drew the symbols onto her arm._

 _Gwen looked at the six symbols that were now etched onto her arm. They were the brown symbols of the Charms of Bezel along with the Keystone surrounded by a red background on her upper right arm._

 _"Tattoos?" she winced as she suddenly felt a huge amount of power slowly and steadily build up inside her with each heartbeat that pulsed through her body. "Wait, those are..."_

 _"Now, the power of Bezel is forever a part of you," Drake said with a smile. "Nothing can break this spell. And I placed an additional spell so that no one, not even Hex can cut your arm off."_

 _"But why me?" she asked as she looked at her new tattoos._

 _,"_ _"I believe you understand better than anyone, Gwen he smiled. "'Absolute power, absolutely corrupt.' Plus, Anodites are peaceful and carefree creatures."_

 _"Anodites?" Gwen asked, raising an eyebrow.  
_

 _"Scarlett was right about one thing though," Drake smirked. "You're not a master of magic. You need training. Stay strong, Gwen. You and your family tend to make a lot of enemies."_

That was when Gwen gasped as she shot up in the bed and saw that everyone else was fast asleep. But she felt a strong amount of energy flowing through her and she started to think that that wasn't just a dream.

She then got out of bed and walked over to the bathroom where she turned the light on. She then winced as she looked in the mirror and rolled up her right arm's sleeve.

She then got a shocked look on her face as her eyes widened when she saw the same tattoos from her dream resting right on her arm where Drake had drawn them. She then gulped as she rolled her sleeve down.

"Great. How am I going to explain this to everyone?" she asked as she bowed her head.

* * *

 **Next time on Ben and Jen 10:**

 **Merry Christmas**

 **Coming Christmas Day (duh)**


	29. Merry Christmas

The Rust Bucket drove through Death Valley, California on a very hot day. Everyone inside was sweating profusely from the heat as Becky used a book to fan herself with as they all groaned and Gwen looked at her right arm and clenched her hand back and forth at the power that she now possessed at her fingertips as Jen rifled through her spells as she sighed.

"So how did that happen?" Jen asked as Gwen lifted up her sleeve to show her new tattoos to the Rust Bucket's inhabitants as Max drove on.

"What's with the tattoos, sis?" Becky asked as her sister shrugged.

"They look like the Charms of Bezel," Ben said.

"I don't know exactly," Gwen said. "It was a little present from our friend from the future, Drake. I guess that it's supposed to contain the powers of the Charms. And they can't be removed and my arm can't be cut off either. How am I going to hide this from Mom and Dad?"

"I don't know," Allison said. "What 10-year-old has tattoos?"

"Perhaps I could help," Jen said with a smile as she finally stopped as she smiled. "Hold your arm for me, cuz."

Gwen then nodded and winced as she stuck her arm out and Jen ran her hand over it as she closed her eyes as her hand glowed pink as she nodded.

 _"Procidat Deceptionem,"_ she chanted.

That was when a pinkish aura glowed around her arm before fading, leaving the arm seemingly unchanged.

"Um, what did you just do, sis?" Ben asked.

"Just a simple illusion spell," Jen said.

"Then why can we still see the tattoos?" Becky asked as Gwen looked down at her arm.

"That's the thing about illusions," Jen said. "Once you recognize them for what they are, they instantly fall apart like a house of cards. The spell doesn't work on people who know that the tattoos are there."

"Okay," Gwen said, still unsure before she groaned outwards as she felt the heat getting to her as Becky sighed before looking outwards to see that the next Rest Stop wouldn't be for another 100 miles.

"We are in the middle of the middle of nowhere!" she groaned.

"Grandpa, can't you turn the A.C. up any higher?" Ben asked as Max looked to them.

"I'm afraid it's at maximum right now," he said. "We'll stop at the next gas station."

"We'll be grille cheese by then!" Ben, Jen and Gwen all groaned outwards as Jen sighed.

"That's it, I'm going Frostblight!" she said as she slammed her core down, initiating her transformation.

Her skin turned an icy blue and started radiating cold air and her eyes shot open to reveal bright glowing pink eyes with no pupils and her hair shifted into blue spikey hair like ice. Her clothes then shifted to a pink ballerina-like outfit complete with the skirt and flat shoes. Her body then shrank to 3 inches high and a pair of insect-like pixie wings grew out of her back. The watch symbol appeared on the belt of her skirt.

Frostblight then instantly flew around the Rust Bucket's interior with a carefree giggle as the others sighed in relief from the chill as Ben smirked.

"Feel free to cool us down while I fix the air conditioning," Ben said as he slammed his Omnitrix core down and began his own transformation.

The Omnitrix sank into Ben's wrist as his hands and feet grew grey-blue and slimy as they secreted mucus from his pores and only had four fingers and three toes. The Omnitrix symbol grew on his back and the blue spread to the rest of his skin as his eyes grew huge and buggy, taking up the entire upper half of his face as the pupils turned sideways and rectangular and his mouth was filled with sharp teeth. His hair and nose vanished as he shrunk to three inches tall. His attire shifted to a green one-piece bodysuit that fit his body with wraps around his feet. He struck a pose as the transformation finished.

Grey Matter then growled as he hopped upwards off the walls before landing in the air conditioner and began his work.

"Okay," he said as the other girls all watched and Frostblight just face-palmed, knowing where this was going to go.

"Okay," Grey Matter said. "Recalibrate the Freon evaporation cycle, expand the expansion valves and realign these condenser cords."

"Are you sure you know what you're doing?" Becky asked.

"One more second and it's ice-cube city!" Grey Matter exclaimed... just before a plume of smoke burst out of the air conditioner.

Max pulled the R.V. over and the group immediately ran, or in Frostblight's case flew, out onto the dusty ground in a coughing fit.

"Okay, that went so much better in my head," Grey Matter said.

That was when Allison squinted and saw a clearing in the distance. "Guys, look!"

"Is that... a village?" she asked.

"What's that doing in the middle of the desert?" Frostblight asked, raising her eyebrow.

"Can we go, Grandpa! Please!" Gwen begged.

"Sure," Max chuckled. "Don't sweat it."

The kids could only shrug and glare at that as Becky just shook her head.

"Sorry," he said. "I couldn't help myself."

The group then walked towards the gates as the twins hit their Omnitrix symbols and transformed back into human form as they looked up at the figurines by the gates.

"Toy soldiers?" Gwen asked. "In Death Valley?"

"Definitely weird," Allison said.

"Hmm..." Max wondered. "Must be one of those holiday theme parks. They must have packed up and left and forgot this thing."

After he said that, the six then felt a gush of cold air escape from the concave doors as the kids all beamed up at that.

"Did you feel that cold air?" Jen asked as they all went inside as Max rolled his eyes and followed them.

After he walked for a few minutes, he felt his shoes sink into... snow?

As soon as he walked into the light, he immediately noticed that it was snowing and right before their eyes was a complete winter wonderland as they all gasped.

"How is this possible?" Allison asked. "It's a complete desert wasteland outside and in here, it's a winter wonderland!"

"What is all this?" Max asked.

Little did they know that a giant nutcracker was behind them and it gazed down upon them.

* * *

In another area, a figure was looking through the nutcracker by way of a crystal ball. He seemed to be rather interested in Max as he looked down upon her.

"Could it be?" he asked. "Has he finally arrived?"

* * *

Gwen felt the snow fall into her hand and beamed up.

"Snow?" she asked before she felt something hit her shoulder as she looked to see Ben, Jen and her sister smirking as Becky tossed a snowball in her hand.

"Which only means one thing," Ben said.

"Snowball fight!" Becky called as they all started throwing snowballs at her as she giggled... while Allison could only look on as she shrugged and shook her head.

"Snow angel!" Jen said as they all stopped and made snow angels briefly before standing up.

"Man," Ben said. "It doesn't get much better than this."

"Look who's talking, cuz. I'm the one who hasn't seen snow in five years," Becky said. "Weather doesn't exist in the Null Void."

"Sorry," Jen said. "We forgot."

"It's alright," Becky smiled as Gwen rubbed her shoulder.

"What about you, Allison?" Jen asked. "You used to live in New York. You must have had snow."

"Not my thing," Allison said. "I'm more of a warm weather kind of girl."

"Typical that the goth doesn't know how to have fun in cold weather," Ben smirked.

"Hey, just because I don't like winter doesn't mean that I don't know how to have fun in it," Allison said as she felt a snowball hit her in the back of the head.

"Hey!" she said. "You just made the worst mistake of your life, pretty boy."

"Did she just call me pretty boy?" Ben asked as Jen smirked.

"Sure did," she giggled as Allison picked made snowballs from the snow near her and absolutely nailed the lot of them with a flurry of snowballs that were too quick for her as she smirked at them.

"Where do they keep the snow-making machines here?" Max asked as he felt a snowball hit him too as his grandchildren giggled at that. "I'm warning you kids... you're messing with an old pro."

Soon enough, everyone was having fun with the snowball fight from them.

* * *

That was when the gang started walking through the village as they took in the sights.

"Got to admit," Gwen said. "They're using some pretty cool special effects to keep us from seeing the town from outside."

"The whole town must be air-conditioned," Jen said.

Soon enough, they were stopped in their tracks as they saw a bunch of small creatures with pointy ears and green beady eyes wearing green and red festive clothing and hats running across them.

"Are those..." Allison began.

"Elves?" Jen finished.

"Yeah, I think so," Ben said.

"I wonder where they keep their reindeer around here?" Becky asked as they stopped and Jen looked over.

"Uh... right there," she said as they looked over to see the elves loading up presents onto a sleigh held by a reindeer as they widened their eyes and saw another area where some elves were decorating a giant Christmas tree as they all widened their eyes.

In another part, an elf rode a sled down a snow-covered hill and a door opened by them and some giant toy soldiers walked out and formed a single-file line before blowing into their trumpets as the gang all looked in wonder... except for Allison who merely shrugged and put her hands into her pockets.

"You know, being here makes me realize," Max said, putting his arms around his grandchildren. "The five of us have never had a real Christmas together. Or at least before Becky came back."

"Huh, you're right, Grandpa," Jen said.

"Yeah," Gwen said. "Our families do get pretty busy that time of year. I mean, with all the holiday parties, having to shop till you drop, vacations and all of that."

"Yeah, well maybe that'll change one of these years and we can all spend a nice relaxing holiday together," Max said. "And maybe Allison here can celebrate with us too."

"Maybe," Allison said. "I'll have to think about that when I get my apartment when we get to your home."

"Uh, yeah," Ben said with a smile. "Well, I'm going to go hit the bobsled rink."

"Ice-skating for me," Gwen said.

"I think I'll check out the shops with Becky," Jen said.

"And I guess I'll check out the trees," Allison said she and the others walked off, leaving behind a chuckling Max.

"So much for that ever happening," Max said.

* * *

As promised, the kids were having fun in the winter wonderland, bobsledding, ice skating or checking out the shops with a smile as they all looked like they were having a good time...

Until the camera cut to a very awkward-looking Allison as she looked up at the Christmas tree and sighed as she rubbed her brow.

"How am I going to tell these guys that I've never had a real Christmas?" she asked as she shook her head.

* * *

Meanwhile, Max entered a shop that read Toys and Cocoa on the sign. He rubbed the cold air off of the window and looked at his grandchildren having fun with a smile. He took a mug and got himself some hot chocolate from the brew by him.

Unfortunately, he didn't notice that one of the dolls looked towards him and saw Max examine one of the Santa Claus suits on display.

The man behind the crystal ball noticed this too as he examined Max.

"The lap is not quite right and it appears he has decided to shave. But it looks like it will be a perfectly perfect fit."

* * *

Max then left the shop when he looked down and saw four elves surrounding him.

"You must come with us," they said in unison.

"Oh, I'm sorry, I didn't see anybody around," Max said. "Who do I pay for the cocoa?"

The elves then walked Max away from the shop with beaming smiles on their faces.

However, another elf, who was dressed differently than the others, looked on in sadness from the alleyway.

* * *

Max was eventually led into an area with a large chair in the front and a large stairway and looked up to see another elf, who looked like he was the ringleader.

He had a white beard, gray eyes and wears a red and white hat, and green and red clothes. And of course, he had the pointy ears of an elf, but strangely enough, he didn't have the beady eyes that the others had and he was taller than them.

"I'm Mr. Jingles," he said. "I welcome you to Holiday Village. I'm so happy we finally have a chance to meet."

"Nice place you have here," Max said.

"Thank you so much. I've been so worried that it wouldn't meet with your approval."

"...My approval?"

"Why of course, Mr. Claus... Is it okay if I call you Santa?"

Max then chuckled at that and shook his head. "I think you have me confused with someone else. Say, you wouldn't happen to know anyone around here who can fix an air conditioning unit? Me, my grandchildren and their friend really need to get back on the road.

"Oh my gosh, good heavens, no!" Mr. Jingles said. "You can't go anywhere, you belong here. I created Holiday Village just for you."

He then rang the bells on his shoes and some of the elves ran around Max with red cloths in their hands, wrapping around him. Once he was completely wrapped, a flash of light shined out and when it faded, Max was dressed up in a pretty accurate Santa Claus outfit, complete with the red coat, shoes, gloves, long white beard, hat, you name it.

"That's better," Mr. Jingles said as he pressed a button on his control mechanism.

The chair then went behind Max and pushed him into it as it went to the front of the door. He tried to pull out, but a magical force seemed to be restraining him.

* * *

Meanwhile, Ben, Jen, Gwen and Becky were biting into a giant gingerbread man when they saw Allison walk up to them as she rubbed her shoulder.

"Um, guys, we should really be finding Max," she said as the others went by her.

"Why?" Ben asked. "He's used to not being around us on Christmas."

"I bet he's having fun like the rest of us," Jen said with a smile.

* * *

Contrary to their belief, Max was struggling in his seat as Mr. Jingles was controlling him with a joystick.

"Sorry about joystick controls," he said. "But I was sure you had other chores to attend to and I need to make sure you fulfill your responsibility to me first. Now, may I present your workshop, Santa."

"I am not Santa!" Max protested.

The doors, which were revealed to be just openings to the workshop, opened up to reveal a balcony viewing the workshop, where the elves were working on toys just like the toys in the real North Pole.

"Attention, my elves," Mr. Jingles announced. "I have a most wonderful surprise."

He then used his joystick to control Max to wave to the elves down below, causing them to cheer outwards at who they believed was Santa Claus.

"As soon as my toys are perfect, you'll have gifts galore to deliver."

Max struggled and protested against the controls, but the magic was just too strong for him to get out.

"Oh, and I almost forgot. Thanks so much for bringing those wonderful children with you. I could always use more elves."

Max then sighed outwards and glared at the elf.

* * *

Meanwhile, the kids were at the tree, shaking the presents at the base to see what was inside while Allison just sat beside with her chin up to her knees as Jen looked by her.

"What's wrong?" she asked as Allison sighed outwards.

"Nothing," she said. "It's just that this place is kind of making me feel a little blue."

"Why?" Jen asked.

"Because Kevin and I were pretty much by ourselves most of our lives," she said. "We never had a real Christmas because we were the only family that we had."

"Oh, Allison," Jen said as she hugged her friend. "That's terrible. No one should have to go through that. But when we get back home, you are going to be celebrating Christmas with me and Ben's family. You're practically family to us already."

"Easy now, my friend," Allison said. "Let's not get too carried away. Your parents might not like the idea of bringing in a vigilante from the streets."

"Once they get to know you, they will," Jen smiled at her.

They then suddenly heard a stomping sound walking towards them and looked to see the nutcracker soldiers advancing on them.

"Something tells me that they're not here to sing Christmas carols," Ben said as they all readied for battle.

Before they could do anything, the rebel elf from earlier threw ornaments at them, distracting them.

"It's Jingles' guards! You must skedaddle!"

"Ske... what-le?" Jen asked as they saw the guards' shadows loom over them.

"I think it means run!" Gwen said as the five all ran away from the nutcrackers, just before the lead one brought its sword down on them.

As they ran away, the top of the nutcracker's hat opened and out popped a miniature nutcracker with a cannon that fired candy canes after them.

Jen glared as she fired her energy bolts at them behind her as the kids ducked behind a sleigh.

"No way!" Ben exclaimed. "Ninja nutcrackers?"

"Something tells me that this village is a ho-ho-hoax!" Gwen said.

"Well it's time those wooden soldiers became firewood," Ben said as he activated his Omnitrix. "Going Heatblast!"

He then slammed the core down and transformed into... XLR8.

"Aw man!" he shouted as Jen activated her Omnitrix and transformed into Firefly as she glared.

"Let's go!" she said as she swung Allison onto her and XLR8 grabbed Gwen and Becky, slung them over his shoulder and ran away while his sister flew away as they dodged all the nutcrackers in the street while also swinging around the candy canes as XLR8 caught one in his mouth.

"Ooh, peppermint!" he said.

He then dodged before he eventually made his way to the ice-skating rink, where he immediately lost his friction and started slipping on the ice.

"Whoa! I've never accelerated on ice before!" he said.

"No, really?!" Becky shouted as Gwen looked to see her right arm and saw the glimmer of the tattoos and grunted as Firefly flew downwards and blasted some of the nutcrackers with her heat ray and destroyed them into a pile of smoldering rubble.

"Hey, we have our open fire! Who has the chestnuts!?" Firefly shouted as she threw some fireballs at the nutcrackers.

On the ice rink, the nutcrackers made their way on the ice as well XLR8 dodged and Becky shouted out as she pulled her blade from her belt and leapt to each one before she sliced their heads off before she eventually landed on the solid ground again as XLR8 crashed through the railing into a pile of snow and he groaned outwards before Gwen dusted herself off and saw the remaining nutcrackers before them.

"Okay, no more Ms. Nice Girl!" she said as she rolled up her sleeve and the Charm of Fire tattoo started glowing as her eyes started glowing white and the others looked on in shock as she shouted out and spread her arms outwards and spread out a massive wave of fire, which sent the nutcrackers burning to a crisp below as she then started breathing heavily and looked at her own fingers, shocked as the charm stopped glowing and she gasped.

"It really works," she said as the smoke faded from her fingertips.

But a few of the nutcrackers were still standing after that, but they quickly had their heads chopped off by Allison, who had morphed her hands into axes after absorbing the metal from the railing.

Firefly flew by as the Omnitrixes timed out and Allison dissolved her armor.

"That was really spiffy!" said the rebel elf as he ran by them.

"Spiffy?" Becky asked.

"Skedaddle?" Jen asked.

"Dude, don't you know English?" Ben asked.

"Dude?" the elf asked, confused.

"Do you work here?" Gwen asked, rolling down her sleeve.

"Yes, and if you don't leave now, you will fall under the curse of the village and become one of us as well."

"Me, an elf?" Ben asked. "Yeah, right."

Literally after he said that, his ears suddenly grew out into points and his eyes grew beady and he grew rosy cheeks.

"Uh... Ben?" Gwen asked. "You might want to check out your ears."

Ben immediately felt at his now pointed ears and started freaking out before turning back to his sister and cousins.

"Well it looks like I'm not the only one!"

Jen, Gwen and Becky then felt at their ears as well to see that the same thing had happened to them.

"Uh, I _so_ can't go elf!" Gwen said. "Pointed ears will _never_ be in fashion!"

"Yeah, well it's no picnic for us, either, sis," Becky said, crossing her arms.

"I am _so_ going to rip this place apart if I have to," Allison said. "Consider me on the Naughty List."

"We have to get Grandpa and get out of here," Jen said.

"That might not be possible," the elf said. "Mr. Jingles has him. He believes your grandfather is Santa Claus."

"Yeah, no," Ben said. "Grandpa is a lot of things, but Santa is not one of them."

Jen then gulped before she stuck her hand out and focused before opening her fist to reveal a glowing pink light, which caused her to sigh in relief.

"*Phew* At least we still have our powers," she said. "There's something to feel good about."

* * *

Max was still struggling in the magic grip when Mr. Jingles jumped onto the arm of his seat.

"I know why you look so unhappy. You've had nothing to laugh about."

He then pulled a feather from out of his sleeve.

"Here. Let me change that."

He then rubbed Max's nose with the feather, tickling him.

"No, stop! *chuckle* No! Not that!" He eventually devolved into a fit of laughter before he inadvertently said "Ho, ho, ho!"

That involuntary remarked caused the elves below to cheer and a few even teared up a little.

* * *

Back in the town, night suddenly fell from what was clear blue skies a few seconds ago.

"Whoa, what just happened?!" Jen asked.

"We're running out of time," the elf said. "If you don't leave soon, you'll be stuck here forever."

"We're not leaving without our grandpa," Becky said, crossing her arms.

That was when the six felt a chill in the air behind them as they saw a top hat blow in from who knows where. From where the hat landed, a few huge snowmen formed from the snow beneath them.

"Skedaddle!" everyone but the elf said as they ran off and Jen fired her energy blasts from beneath as the twins glared.

"Time to armor up?" Ben asked.

"Go for it," Jen said as they both pressed the button on their Omnitrixes which activated their Omni Suits as they all ran to the same building that Max had entered earlier.

"Gwen," Becky said. "Wasn't one of those charms telekinesis?"

"Oh yeah!" Gwen said as she focused as her tattoos glowed again and she raised her hands up and several snowballs formed from the snow around them and the then thrust her hands forward and pelted the snowmen with snowballs, sending them staggering back as Becky took out her spear and Allison absorbed some of the stone ground as she glared.

"Anyone want a piece of us?" Becky asked.

"No time!" the elf said. "In here!"

They then ran inside the building and noticed the several pictures on the walls of past events in Holiday Village and Jen's eyes widened as she and Ben removed their helmets as they stopped by a picture of Mr. Jingles.

"Who's that?" Ben asked.

"Mr. Jingles," the elf said.

Gwen then walked up to another picture of Mr. Jingles by a young kid, and she immediately came to the obvious conclusion.

"And that must be you," she said. "You're his grandson."

"Yes," the elf said. "My name is Elsgood."

"...When was that taken?" Becky asked.

"Why, just a few days ago," Elsgood said as the team's eyes all widened at that.

"...In what year?" Allison asked.

"1932, of course."

That was when the kids all face-palmed.

"Guys, it's 2013!" Jen said.

"I'm guessing that this place has no concept of time!" Ben groaned before they heard a pounding at the door by them and they looked to see some big snowballs burst through.

Elsgood then pulled down on one of the lamp fixtures and an opening appeared in the floor.

"Follow me!" he said.

Then, one by one, they all jumped down the opening and fell down a huge tunnel that was filled with gifts before they all landed safely in a huge pile of presents on the ground below.

They then all looked around to see the workings of the workshop as well as reindeer being led to the gates.

"How do we get Grandpa back?" Jen asked. "The sooner we get out of here, the better."

"First, you'd have to destroy the Jingleator, Mr. Jingles' machine," Elsgood said. "It's what makes everything here magical. But the entrance to the workshop is guarded. You'll never be able to get in."

"Oh yeah?" Becky asked as the others looked to the twins who then immediately gulped as they knew what was coming.

* * *

Later, after Gwen, Becky and Allison had changed into similar attire to the rest of the elves in the area, they rode on the twins, who transformed into Wildmutt and Wildcat, who had put on antlers as a (rather pathetic) disguise.

"Remember, you're reindeer," Gwen said. "Not a dog, not a cat, reindeer."

Once they had reached the gate, the nutcracker standing guard put his sword down in front of them to block them.

"They're from... Europe!" Allison remarked.

The soldier raised its eyebrow and lifted up his sword to let them through.

They walked through to see a train in front of them.

"The factory is several stories below," Elsgood explained.

As the twins walked towards the train, they were stopped by one of the reindeer, who snorted at them with its red nose glowing.

They gasped and looked behind them to see the guard running towards them.

Wildcat growled and took her antlers off before she charged the guard and tackled him to the ground with her brute strength. She then bore out her claws and swiped the sword from his grasp before she wrapped her tail around it and swung it into him.

Becky and Allison then got back onto her as she growled.

"Hey, guys!" Allison began. "What do you say you make like baby food and MUSH!"

They then ran away and got on the train full of gifts as it left the station, but not before one of the guards hitched a ride on the back.

"Crap!" Becky shouted as they ducked before it fired its candy canes at them.

"Bah humbug!" Gwen shouted as they tossed a few gifts at the guard, causing him to fall off the back of the train into the abyss below.

Soon after, a mine cart came up carrying two more soldiers that leaped onto the train as the team glared.

Allison ducked before slamming her hand against one of their swords before she absorbed the steel from it and immediately formed her hands into axe heads and then sliced one of them apart before Wildmutt and Wildcat jumped upwards and sliced the other one apart with nothing but their razor-sharp claws.

Unfortunately, the caboose of the train was revealed to be a jack-in-the-box that immediately popped open, sending the team falling down towards the bottom of the workshop, where they landed safely in a mountain of presents before the Omnitrixes timed out, leaving the twins and their friends dazed.

"Well, well," Mr. Jingles said as he walked by them and the team glared at him as two giant polar bear doll guards walked to his sides. "It appears our new elves are eager to get started. And Elsgood, you know how I frown upon my elves thinking for themselves."

Elsgood frowned at that and they all glared.

Mr. Jingles pulled a microphone out of his sleeve and turned it on. "You all know our motto in Holiday Village."

"A happy elf is a busy elf!" the elves all chorused.

The team then all got out of the pile of gifts before the twins looked upwards to see Max in his chair dressed as Santa Claus.

"Grandpa!" Ben exclaimed.

Gwen and Becky then looked to see Mr. Jingles using his joystick control on them.

"He must be using that joystick to control him," Gwen realized.

"We want our grandpa back!" Jen demanded.

"I wish I could oblige," Mr. Jingles said. "But it wouldn't be polite to return a gift as special as Mr. Claus. Now, put them on the assembly line."

The polar bear dogs walked forward towards the team as they gulped nervously and Allison sighed and shook her head.

"It's official. I hate Christmas."

* * *

When the clock struck 11:30, the factory was still working and the team was still putting the toys together before a doll rolled by Ben on the assembly line and he twisted its head.

 _"I'm Spit-Up Sally. Watch me spit up. Spit up. Spit up."_

The doll's head spun around, it's mouth opened and it vomited green gunk on Ben, causing Jen and Gwen, who were standing next to him to recoil in disgust as Mr. Jingles walked by and too the doll from Ben.

"How will Santa ever be able to deliver this if it's not perfect!? My toys must be perfect! Everything must be perfect on Christmas! Perfect, perfect, perfect!"

He then walked away as Jen glared and called after him.

"What kind of kid would want a vomiting doll anyway?!"

"That's it!" Becky shouted. "I am not spending the rest of eternity making toys. I think I can actually feel my soul dying inside me!"

"You said it," Allison said before glaring at the head elf.

Elsgood then walked by them and gestured them to the giant machine in the center of the room.

"That's the Jingleator. Time is running out!"

They then saw the giant polar bear dolls walking by them before they got back to the toys for a few seconds as they walked away.

"What we need is a distraction," Ben said.

The twins then looked towards the reindeer and then grinned to each other in mischief before Jen's hands started to glow.

The Spit-Up Sally doll was tossed by the reindeer. One of them sniffed to investigate it and it spat up in its face, startling it and sending the rest of the reindeer into a frenzy.

As the guards went by to settle them down, the twins then nodded and activated their Omnitrixes with a smile.

"All I want for Christmas are four big arms!" Ben shouted before he and his sister slammed down the cores, transforming into... Grey Matter and Frostblight.

"Aw man!" Grey Matter said. "Hey, maybe I can work with this."

"Let's go!" Frostblight said before she grabbed her brother and flew him away towards the Jingleator.

On the balcony above, Mr. Jingles looked through the telescope next to max to see the ruckus the reindeer were causing, before looking to see the elves had stopped working and then to see Frostblight flying her brother towards the Jingleator.

"Stop them!" he shouted.

The polar bear dolls then stopped with the reindeer and ran towards the two as Frostblight glared outwards and smiled.

"Not much for a sugar plum fairy, but what the heck?"

She then inhaled a deep breath and iced the floor behind them as she flew forwards, causing the dolls to crash into the conveyor belt behind them and they flew upwards into the Jingleator, just before a toy plane crashed behind them, sending them sprawling downwards on the belt like a slide.

They then crashed into a present that was sliding down the belt before they were suddenly kicked away by a boot on a hook that caused them to crash land on a platform.

Grey Matter rubbed his bottom when he and Frostblight stood up and looked to see a bunch of floating presents leading to what appeared to be a golden star. They then looked to each other and nodded before Frostblight flew ahead and Grey Matter hopped on the moving presents with a glare as he charged towards the star like a game of Frogger. He then gasped as some presents crashed onto the platforms he was on before they quickly moved between to present walls closing on on one another before they somehow made it through in time and landed at the foot of the giant star.

Grey Matter then looked to the green orbs surrounding the star and nodded to his sister.

"The amplification of currents suggests a vision of unstable and undeterminable isotopes. Shutting down power source now!"

He pressed his finger to the orb and the Jingleator started rumbling and flashing out light as Frostblight and Grey Matter gasped and braced themselves as they were bathed in the light.

* * *

Outside, the team were surrounded by the toys and gasped as they closed in on them.

Suddenly, the polar bear doll's eyes blacked out and they fell over, their power source depleted, followed by the rest of the toys surrounding them.

They gasped as the Jingleator gave off several multi-colored explosions and was completely obliterated outwards as they all gasped as they looked in the pile of rubble.

"Ben? Jen?" Becky asked, concerned before the rubble shifted and Grey Matter and Frostblight came out, completely unharmed.

"Oh yeah!" Frostblight cheered. "The bigger they are, the harder they fall!"

"No!" Mr. Jingles protested before going to his joystick again. "I need to assure the elves that Santa's still okay. Wave to them!"

Max, completely free of the joystick's controls, stood up and smirked.

"Way to get it done, you two."

"Oh, it's not working!" Mr. Jingles said before Max grabbed his collar.

"Come here!"

"Wait," Allison began as the elves looked at the rubble and the Omnitrixes timed out. "If we destroyed the machine, then why are we still elves? Why is there still a curse?"

"Because now nobody will ever be able to experience the joy of Christmas!" Mr. Jingles said as Max dropped him by them. "You will all make me more toys! More perfect toys! Without my perfect toys, what will Santa do?"

"Christmas isn't about giving the perfect toy," Max said. "It's about the spirit in which we give. Isn't that right kids?"

"Yeah," Jen said with a nod.

"But... I bet giving me a Sumo Slammer Extreme Slamdown would make me feel real good, huh Santa?" Ben asked before Gwen and Jen jabbed him in the elbow. "Kidding! Just kidding!"

"What my cousin means is being together is what Christmas is all about," Gwen said.

"Mr. Jingles, look at these kids you've kept away from their families all these Christmases," Becky said. "They need to go home."

"Well," Mr. Jingles began. "Even if I wanted to give away these toys, my reindeer can't fly anymore since the Jingleator is destroyed."

"Who needs Rudolph the Red-Nosed Reindeer when you have Stink the Gassy Alien?" Ben said before Jen piped up next to him.

"And Battle the Human Butterfly!"

"I've got a bad feeling about this," Allison said with a sigh.

* * *

Later, Stinkfly and Battlefly were hooked up with reins to the sleigh, which had Max and Gwen inside. (Becky and Allison elected to stay behind as the sleigh could only hold Santa and one elf)

Mr. Jingles instructed Gwen on how to use the sleigh. "You adjust this dial and go wherever you want to on Earth in an instant."

"So _that's_ how he delivers it all in one night!" Gwen realized.

"Come on! Come on!" Stinkfly said to them before they turned to him.

"We've got to go!" Battlefly smiled as they flew off into the night sky, sleigh in tow.

Naturally, they flew all around the world, delivering gifts to and fro wherever they went with a smile and whooping from Battlefly.

"Christmas in summer? Cool!" a kid exclaimed, tearing open her gift.

Once they arrived back in Holiday Village to a waiting Becky and Allison, the clock struck 12 and the twins transformed back.

"Midnight," Gwen said.

"I wonder if the curse is lifted," Becky asked.

After she said that, the night sky turned back to blue, the once deserted streets were now full of smiling happy families and the streets looked more old and worn down and the whole thing looked more like a tourist attraction than a city.

"There's your answer, Becky," Allison smiled before testing her ears with a satisfied smile.

They looked to see Max back in his old clothes along with everyone else trasnformed back to humans.

"Grandpa, you're back to being Grandpa!" Jen said.

"And we're back to being normal," Ben said as Gwen sighed.

"Relief," she said before they turned to a now statutory nutcracker, which they knocked on with no response.

Becky then looked over to see...

"Snow machines. Guess Holiday Village is normal too."

"Holiday Village is far from normal, young lady," said a familiar voice.

They all looked over to see an old man who bore a striking resemblance to Mr. Jingles walk by with three kids. "It happens to be quite special. Did you know I've been coming here every year since 1932?"

"Actually... yes," Jen said as she playfully nudged her brother and he giggled.

"Grandpa Elsgood, can we go to the cocoa fountain?" the boy holding his hand asked as they all raised their eyebrows.

"Skedaddle. I'll be right there, kids," he said.

"Yay!" the kids all cheered as they ran off, leaving behind five stunned kids by him.

"Elsgood?" Allison asked.

"Skedaddle?" Gwen asked.

The old man then shot them a wink before walking off.

"So... if we broke the curse, that means that Elsgood was never trapped here in the first place," Ben realized.

"But what about Mr. Jingles?" Jen asked.

"This might be your answer," Max said as he looked over to a plaque. "' _Holiday Village, founded by Thomas Jingles, 1928. It's not what we give, it's the spirit in which it is given.'"_

"Now why does that sound familiar?" Gwen asked with a smile.

* * *

Back on the road, the kids were still sweltering from the heat outside as Jen looked over to Allison with a smile.

"So, how was your first real Christmas?"

"More fun than I expected. Can't wait to celebrate it with you for real in 5 months," Allison smiled as Jen jabbed her and they laughed.

"Grandpa," Ben asked. "About us never celebrating Christmas together?"

"Yes, Ben?" Max asked.

"It's cool we're doing it now," Ben smiled.

"Ben's right," Gwen said as Becky fanned herself.

"But 'cool' might be the wrong word."

The Rust Bucket's occupants all laughed at that.

 _"Oh what fun it is to ride in an unairconditioned sleigh!"_

* * *

 **Next time on Ben and Jen 10:**

 **Benwolf**


	30. Benwolf

The team was making their next stop at a small village in New Mexico, where they were taking in the local history.

Max was standing by a stand with a native of the village was next to him as he told him about the dreamcatcher on display.

"Navajo legend says that the web of the dreamcatcher protects the dreamer while holding the nightmares in the center," the native said. "While the dreams travel down the feathers and bless the person sleeping."

Ben groaned at this as Jen and Gwen stood by him as Gwen sighed.

"Speaking of sleeping," Jen whispered to her cousin as they walked away and crossed their arms.

That was when Allison and Becky came by with some strips of fried dough that they handed out to the others.

"Who wants churros?" Becky asked.

"Don't mind if I do," Gwen said to her sister with a smile as they all started munching them.

"I know Mr. Green is Grandpa Max's old buddy, but could this date get any..." Ben said when they stopped in their tracks and saw a young Navajo girl about their age doing a dance by them and Ben was instantly smitten. "...cooler?"

"That's my granddaughter, Kai," Mr. Green said as the girls looked over and Jen smirked and put her hands on her hips and shook her head.

"Wes, last time I saw her she was barely walking," Max said to his friend. "Now look at her."

Kai continued dancing to the beat of the drum nearby as Jen looked over and jabbed her brother in the arm, getting his attention before she rolled her eyes at him.

"She is performing the traditional Navajo dance," he said.

"You know, I was hoping to see one of those before the summer ended," Ben said.

"Since when have you been interested in Native American spiritual dance?" Gwen asked.

"Since, like, forever, Gwen," he said. "It rocks."

"Come on," Allison said as Jen pulled her cousins and best friend over as she smiled.

"Guys, I can read my brother like a book," Jen said with a smile before shifting to a singsong voice. "He's got a crush."

"Oh my gosh!" Gwen said to him. "You're right! He's showing all the signs!"

"We've got to tell him what to do!" Becky said.

"Ladies, please," Allison said. "Let's not meddle with him. I've seen that go wrong too many times. The only thing he needs to know are two little words."

"Who wants to tell him?" Gwen asked.

"I will," Jen smiled. "He's my brother. My twin. It's kind of my responsibility."

"You are closer to him than any of us, Jen," Becky agreed with a nod.

"Let's go," Gwen said as the girls all gave a four-way fist bump to each other before going back as a smitten Ben saw Kai walk past as he smiled at her.

Suddenly, they looked up to the sky to see storm clouds rolling into what was once clear beautiful skies illuminated by the sunset.

"Are you sure you're not doing a rain dance?" Allison asked Kai.

"Positive," Kai said. "Why?"

That was when the skies erupted with rain and lightning struck down and sent the civilians scattering in a panic.

"That's why!" Gwen and Becky shouted.

"Take cover in the Rust Bucket!" Max said as he and Wes rushed Kai, Gwen, Becky and Allison into the Rust Bucket and a still-smitten Ben stood by as Jen glared at him and snapped her fingers in front of his face.

"Hello! Wake up, lover boy!" she shouted to him before she slapped him across the face, snapping him out of it.

That was when a cloud of dust kicked up from the wind and they looked up to see a beastly silhouette in the cloud and they instinctively activated their Omni Suits as they glared and Jen coated her hands in energy and Wes looked back in shock as the figure growled.

"Anyone want to ask that thing for an umbrella?" Ben asked.

The figure stood up and revealed itself to be a hulking wolf-like creature with glowing purple eyes before it snarled and rushed away as Becky gasped from the Rust Bucket and the twins looked confused.

Suddenly, they saw a major wave of water wash through the streets and they all gasped.

"Flash flood!" Wes gasped before Gwen, Allison and Becky climbed up onto the roof of the Rust Bucket while Max and Wes climbed up onto a roof while Jen and Ben ran up on energy platforms created from Jen's powers before they looked to safety.

That was when Kai was about to climb up before she lost her grip and was swept away by the waters of the flash flood, causing everyone present to gasp.

"Help!" she shouted as the twins nodded and activated their Omni-Suits and then dialed in an alien.

"Going Ripjaws!" Omni-Green said as he slammed the core down... only for nothing to happen. Jen tried the same thing, but it only yielded the same results. "Okay... going by myself!"

"Right behind you, bro!" Omni-Pink said as she ran on her energy platforms and chased after Kai before her brother leaped down onto a stray barrel that was swept away in the waters as Kai gasped.

"Help me!"

"We've got you!" Omni-Green said. "Take my hand!"

Kai then gapsed and nodded before she grabbed Omni-Green's hand and he hoisted her onto the barrel.

Suddenly, they saw a wall crash up a wall of water by them and Omni-Pink gasped as she illuminated her hands using her energy and Kai was surrounded in a void of energy and she lifted her up onto the building by her as Omni-Green used his enhanced reflexes to front flip onto the building by them as she sighed.

"The Omni Twins," Kai said as they smiled. "You really are there whenever we need you."

"Just doing our job, Ms. Green," Omni-Pink said with a smile underneath her visor.

"If there's anything I can do to-"

"Repay you?" Omni-Green asked. "No thanks. I'm one of those leap first ask second kind of guys."

"No," Kai said. "What I meant was could you let go of my hand?"

Omni-Green looked down to see he was holding Kai's hand and he let go and Omni-Pink rolled her eyes at his antics.

"That beast is still around the area," Omni-Pink said. "I think we're going hunting, Green."

"You're right, Pink," Omni-Green said as they instantly leaped behind one of the buildings... only to reappear from behind it a few minutes later in their normal forms.

"Where did you two go?" Kai asked once she noticed the twins behind her.

"The Omni Twins saved us," Ben said. "I guess they saved you too."

"They sure did," Kai said. "They're the best heroes in the world."

"I wouldn't be too sure," Jen said. "The L-Crew can do pretty much everything they can do and in greater force."

"Yeah, but they're not nearly as skilled at it as the Omni Twins," Kai acknowledged with a chuckle.

The camera transitioned to the nearby satellite where the werewolf figure grabbed the satellite dish and stole it in a flash of lightning.

* * *

Later, when the flooding had cleared and the storm stopped, the group had gathered in the nearby museum where Wes examined a banner on dispaly with a figure on it similar to the werewolf figure.

"I never thought I'd ever see one with my own eyes," Wes said.

"See what?" Allison asked as she raised her eyebrow.

"A Yenaldooshi," he answered. "A Navajo werewolf. I thought they only existed in folklore. Their presence is pure evil." He then brought out a rifle and glared. "I must find it. I'll tranquilize it and bag it."

"I'll go with you, Wes," Max said.

"Count me in," Ben said.

"Me too, Grandpa," Kai said.

"You know only Braves can be trackers, Kai," Wes said.

"Who made up _that_ rule?" Gwen asked.

"It's been that way for centuries. Times change, but traditions do not. You, Becky, Jen, Allison and Kai will remain here."

"But-" Becky began before Max stopped her.

"Their land, their rules, Becky," Max said as his granddaughter only groaned.

Wes walked off, leaving behind some very disappointed girls as Ben looked to them.

"Kai looks bummed," Ben said. "Maybe I can cheer her up."

"Maybe you should," Allison said. "After all, it's not every day that you get a crush."

"What?!" Ben shouted before Gwen and Jen smiled.

"Skip the dramatics, Ben. We know that you have a crush on her. You've got all the symptoms," Jen said.

"I do not!" Ben said, blushing.

"You so do!" Gwen said with a smirk.

"Oh, who am I kidding?" Ben asked. "You girls are right. I do have a crush on Kai. Please don't make fun of me for it."

The girls then smiled to each other before Jen placed a hand on her brother's shoulder.

"I'm not going to make fun of you, Ben," Jen said. "Just the opposite. I still feel guilty about when you had a crush on Patty Berkenfeld back in third grade."

"Patty was just a phase," Ben said. "This could be a phase too... but when you girls are hanging out with her, could you kind of let it slip about how awesome it is to be my sister, cousin or friend?"

"Deal," Becky said as Ben smiled and hugged his sister before they ran off and Becky sighed once he was gone.

"You're totally thinking about sneaking out and going after that werewolf, right?" Gwen asked.

"Of course," Becky said as she showed off the blades slung into her belt. "I'm the Huntress. And the Huntress always gets her prey."

* * *

Ben, Max and Wes wandered through the desert and Wes picked up and examined a few stray hairs from the Yenaldooshi.

"This reminds me of the time we went after that yeti in the Himalayas," Max reminisced.

"You're a Plumber?" Ben asked.

"Was," Wes remarked before standing up. "It appears the pawprints lead this way."

He gestured to a canyon with rocky walls on both sides as far as the eye could see.

"Too bad Becky isn't here," Ben said. "She'd be better at this than any of us."

* * *

Back in the village, the girls were sitting on a rooftop as Jen gestured to her cousins and friend as they nodded with a smile.

"So..." Gwen said. "I guess the Omni Twins saved you."

"Yeah," Kai said. "They're really cool."

"My brother wanted me to ask you what you thought of him," Jen said.

"He seems okay," Kai said.

"Oh, once you get to know him, he's one of the greatest people you could ever meet," Gwen said.

They then heard a howling nearby and looked out to see into the desert as Becky sighed.

"That's it! I can't take it anymore!" she said as she leaped off of the roof and landed on the ground before Jen and Gwen followed her and Allison picked up Becky and leaped onto the ground. "I'm going after that thing."

"You know the rules, Becky," Kai said.

"Rules, schmules!" Becky said. "I haven't missed out on a hunt in five years and I'm not starting now."

"Okay, if you want to get in trouble, that's your problem," Gwen said as Becky ran to the Rust Bucket for her weapons.

"We're totally going with her, right?" Allison asked Gwen and Jen.

"Like you can't imagine," Ben said.

* * *

Ben, Max and Wes looked down over the cliff to see the Yenaldooshi was sifting through a pile of scrap metal and sparks were still flying from the area as they all widened their eyes.

Wes nodded and aimed his tranquilizer gun and aimed carefully and put his finger to the trigger.

The Yenaldooshi's ears suddenly perked up at the sound of the gun cocking and he dodged the tranquilizer dart that followed with great speed. He then dodged the following darts as he leaped onto the rock behind our heroes and fully revealed itself. It has bluish-grey fur, a long flowing dark mane and a large bushy tail with three sharp claws on each hand and foot. The inside of his mouth is green with his eyes being pink.

It gave out a great howl before swatting the boys off of the cliff, sending them screaming downwards as Ben activated his Omnitrix.

"Time to go full Stinkfly!"

He then slammed down the Omnitrix, transforming into...

"Wildvine?" He asked as Wes gasped when he saw the plant alien in the young boy's place. "Aw man!"

He then shot out his arms and they stretched around the seniors before he stretched his leg roots upwards and wrapped them around a rock above to stabilize himself and when he reached the bottom, he let Max and Wes go before he slingshot himself back up onto the cliff.

Wes gave Max a confused look before he chuckled.

"Yeah, I know. I have a lot of explaining to do."

Wildvine got back onto the cliff and looked around before four pairs of eyes looked downwards and Allison was riding on Firefly as she looked downwards while Gwen and Becky looked from a nearby rock using binoculars as Becky sharpened her spear using a stray rock.

"Let's do this," Becky said with a sly smile.

The Yenaldooshi climbed up the cliff face to the top... where he was instantly wrapped up by Wildvine's vines.

"Tag. And you're it, fang-face!" he said.

Becky then aimed her bow carefully from her rocky position as Firefly flew above.

The Yenaldooshi then chomped down on Wildvine's arm, causing him to yelp in pain.

"So you want to fight dirty, huh?"

He then shot underneath the ground, dragging the werewolf with him and slamming him into rocks as Firefly and Becky aimed their weapons carefully and Gwen's tattoos started glowing as she aimed a fireball in her hand as Firefly flew into the area and aimed shot out her fireballs and Becky fired her arrow as the the Yenaldooshi shot up to the ground and landed in a heap as the fireballs and arrow collided as Firefly flew down... as the Omnitrixes timed out.

"No! Not now!" she shouted as she collided with the ground as Allison did a backflip and hit the ground perfectly as Omni-Pink groaned upwards as the Yenaldooshi faced them as Ben quickly activated his Omni Suit and chuckled.

"Uh, that Fangface nickname?" Omni-Green chuckled. "I meant it in a nice way."

"Ben, run!" Omni-Pink shouted as Omni-Green ran away from the Yenaldooshi as his sister fired her energy bolts after him.

Omni-Green wasn't quick enough as the Yenaldooshi swiped its claws outwards and managed to scratch the Omnitrix and he landed in a heap on the ground as Allison and Gwen ran by him and helped him up.

"You okay?" Allison asked as Omni-Green nodded.

"Ben!" Max shouted as he and Wes ran up the cliff as the Yenaldooshi ran away and leaped off the cliff.

Omni-Green looked down at his Omnitrix, which had its faceplate spinning and it was glowing yellow. He shrugged and walked away as Wes looked at the girls.

"What did I tell you girls about our traditions?" he asked as Omni-Pink removed her helmet and revealed herself.

"We're superheroes, Mr. Green," Jen said. "Traditions have to be broken to save the day."

* * *

Later, the team had regrouped near the Rust Bucket as Wes explained the situation to some of the tourists as Ben looked at Kai before turning to the girls.

"So, did Kai say anything about me?"

"Maybe, maybe not," Gwen said.

"Gwen!" Ben whined.

"Don't seem too interested, Ben," Allison said. "Girls can totally sniff desperation out a mile away."

"Right," Ben sighed, rubbing his arm.

They looked to see the tourists walking away.

"Where are all those people going?" Becky asked.

"Off the reservation," Wes explained. "They fear the Yenaldooshi return. And since the full moon is tonight, its power will be greater than ever."

"Well, I'm sure that after we went hero on it, it's long gone," Ben said.

"Don't be so sure," Jen said, nudging her brother. "They always come back."

"My grandpa told me what you did," Kai said to Ben.

"Yep," Ben said. "It's one of my many talents. I don't like talking about it."

"It's okay," Kai said. "I understand. It must be tough being superheroes all the time."

"It's a full-time gig," Ben said as he and Kai walked off.

"So," Kai said as Ben started itching and scratching at himself. "What things have you done?"

"You know, the usual. Arrest criminals, take down aliens, save mankind," Ben said as the girls all raised an eyebrow at his scratching.

"Scratch yourself like a monkey?" Gwen asked.

"Are you okay, Ben?" Becky asked.

"I'm fine!" Ben said. "I just can't stop itching! Could one of you scratch my back?"

"My fingers on your back?" Gwen asked. "No thanks. I'd rather pull out my nails one by one."

Ben took a seat on the ground before he pulled one of his shoes and socks off and didn't notice as his skin turned a sallow shade of blue and he started scratching himself behind the ear with his foot, which grew sharp black claws on the toes and the same thing happened to his fingers.

"Uh, Ben?" Kai asked. "Your face looks..."

"Handsome?" Ben asked. "Yeah, I get that a lot."

"Actually," Kai said. "More like really hairy."

"Ben?" Allison asked as Ben's ears grew to points. "What's going on?"

Ben felt at himself and gasped. "I don't know!"

"So this isn't one of your alien heroes?" Kai asked.

"Nooooooooooo!" Ben said, breaking into a howl towards the night sky.

"Were you bitten by the Yenaldooshi?" Wes asked as they examined Ben.

"When I was Wildvine," Ben said. "But it didn't even break the skin... or in this case the root."

Ben, this is nothing to make light of," Wes said. "The Yenaldooshi can create others in its own image. And when it does, those followers will seek to destroy those closest to them."

Allison gulped. "That's not good for us."

"So how does Ben un-wolf?" Max asked.

"The only way to reverse its spell is to stop the Yenaldooshi."

"With a silver bullet, right?" Jen asked.

"That's only in the movies. You must dip a silver pendant in the juice of the _arbol del matrimonio_ cactus and place it against its heart. And we must do it before tonight's full moon or you could remain like that forever, Ben."

"Forever?" Ben gulped.

"The Navajo also believe the Yenaldooshi to be a god," Kai said.

"You know, a little back hair's not _so_ bad."

"Oh no, you don't," Jen said. "I'm not having a werewolf as a brother."

"I'll get the pendant," Wes said before walking off.

"Hey, is anybody else hungry?" Ben asked as they looked over to see a cow grazing in the grass.

* * *

Inside the Rust Bucket as the girls crowded around Gwen's laptop and Ben poured an entire carton of eggs into a bowl and poured milk all over them and then immediately chowed down on it like an actual dog before looking up and looked upwards as he saw that Jen created a forcefield around them that blocked the egg and milk on them as the girls looked absolutely disgusted, especially Kai.

"Napkin?" Ben asked with an embarrassed smile as Kai took the napkin.

"Ugh," Allison said. "We'd better destroy that werewolf sooner rather than later."

"That thing's head is going to be on my spear by the end of the night," Becky said as she sat in the corner, sharpening her bladed weapons by her with a determined look on her face.

Gwen rolled her eyes and turned back to her laptop and pulled up a Wkipedia article on the cactus.

"The _arbol del matrimonio_ cactus," Gwen said as the others crowded around her before Ben pounced off the seat and ran on all fours towards the fridge as he opened it.

"Let's see what else I can wolf down," he said. "Get it? Get it?"

As he feasted and the girls looked on in disgust, they watched as Ben's muscle mass grew exponentially and his faced pulled out into a small muzzle with wolf-like ears perched at the top of his head and his eyes were reduced to two fully green glowing orbs. A portion of greyish fur grew over certain portions of his body, while leaving the blue untouched in some areas.

He then looked at the girls and shrugged before he continued wolfing down the food in the fridge.

"You're looking more and more like a Yenaldooshi," Kai told him.

"Well, I still feel like just me," Ben remarked in a deeper tone of voice.

He then turned and gave out a sniff with a more sensitive sense of smell and then gripped the roof of the Rust Bucket and he flipped his way onto the roof and gave out a smirk and a glare before shooting his gaze towards a jackrabbit loaming in the ground below.

The rabbit then gave out a frightened squeak and ran away as Ben pounced onto the ground and ran after it as it burrowed downwards into the ground with Ben digging down after it before he suddenly stopped in his tracks and looked backward to see that he had coated Kai with the dirt and sand and she looked pretty upset.

"You were saying?" Jen asked.

"I guess you _can_ teach a new wolf dumb tricks," Gwen said.

"*chuckle* Uh, sorry," Ben said to Kai as she shook and dusted the dirt and sand off of her with a glare.

That was when Wes and Max arrived with a concerned look.

"The NASA tracking station on the north ridge was just destroyed by some sort of werewolf," Wes said. "It almost ripped apart the guards there."

"I'll give you one guess what it was," Becky said as she slipped her weapons into their slots sheaths along her belt and slung over her back and she glared outwards to the desert and cracked her knuckles and joints.

"What did it want?" Allison asked.

"It took some satellite equipment," Wes said.

"And it also ripped down the receiver that you guys had here," Jen remembered, looking to the empty radio tower.

"Definitely strange," Ben said. "What do you think it wants?"

"Obviously, it's angry that technology has invaded what it considers to be its sacred land," Wes said. "We need to find the Yenaldooshi and find it fast."

"You won't be able to look for both the Yenaldooshi _and_ the cactus," Kai said.

"Let Kai, Allison, Gwen and me look for the cactus," Jen said with a nod.

"When we find it, we'll give a call," Allison said.

"And Becky will go with you. She has been pining to hunt for this beast," Gwen said with a nod as Becky nodded with a grin.

"I didn't buy this shirt on the road for nothing, guys," she said, gesturing to the wolf's head icon on her T-shirt.

"Very well," Wes said. "She may come with us."

"Thank you! Let's go hunt us a wolf," she said, fingering the blades in her belt.

"Be careful," Ben and Kai said to each other as the rest of the girls all smiled and winked to each other.

However, Kai saw their sneak move and just rolled her eyes and sighed outwards.

* * *

Later, Ben, Becky, Max and Wes grouped together by a clearing as Wes drew a diagram in the sand with a stick.

"The NASA station is west of here," Wes said, drawing an X followed by a few lines around it. "It's surrounded by lakes to the north, south and east. Which means the Yenaldooshi should've come this way."

"Let me see if I can help," Ben said before he turned to the moon and started howling outwards before the unmistakable howl of the Yenaldooshi came in response. "He must be this way."

"Let's do it," Becky said as she unsheathed her spear and followed Ben with Max and Wes following them for a bit before Becky stopped them by putting her hand up with a glare and Max shined his flashlight on the ground and saw the pawprints ended.

"The pawprints end here," Max said as Becky sighed and put a hand to her ear and focused only on the sound around before she heard growling and yipping by her as she then nodded before she unsheathed her spear with a glare.

"I believe that the huntress is about to get her prey," she said before she shouted outwards before she leaped onto a rock above as... Ben came out, now looking more muscular and spikes had grown from his shoulders and knees and a long bushy tail had grown from the small of his back and he stopped Becky in her tracks.

"No! It's me! Benwoooooolf!" he howled.

"The transformation is complete," Wes said. "We need the cactus."

Max then pulled out his cellphone, only to see that his phone had no reception because the tower's receiver was stolen. "No reception."

"We need another way to summon them," Wes said before he reached into his backpack and pulled out a flare gun.

* * *

Meanwhile, the girls were wandering through the desert into the cacti field they were searching for.

"The Canyon de Chelly is a sacred place," Kai explained to them. "It's where our spirits go."

"Well maybe the spirits can help us find that cactus, because I'm about ready to give up," Gwen said before she sat down and yelped outwards into the air as she held her bottom and fell face-first into the ground with prickles and vines in her bottom.

"Ben would've loved to have seen that," Jen said as Allison couldn't help but giggle at what just happened.

"The _arbol del matrimonio!"_ Kai exclaimed. "I guess the spirits work in strange ways."

"And painful ones..." Gwen groaned before Allison pulled the cactus vine off of her and Jen helped her up and Kai looked at her cell phone.

"No phone signal," she groaned.

The girls then looked outwards and saw a flash of light in the sky and gasped at once when they saw the flare shoot up in the sky before it disappeared.

"Over there!" Jen said. "They must be sending us a signal."

"Let's move, ladies!" Allison said before they rushed off.

* * *

"I hope they found the cactus," Max said.

They then heard a growling by them and looked upwards to see the Yenaldooshi jump down from the cliff in front of them as Becky unsheathed her spear and aimed it at them.

"Back, back!" she shouted, thrusting her spear outwards. "I'll put your head on the Rust Bucket's mantel!"

"Don't rush in, Becky," Wes said. "We need the cactus to destroy it."

The Yenaldooshi then growled and pounced forward onto Benwolf before he recovered and tossed him away, where he landed back on its feet.

"Yeah, but it doesn't need anything to wipe out us," Benwolf said.

The Yenaldooshi then inhaled and his muzzle split into four and he howled outwards, giving off a purple sonic wave that knocked the others back against the cliff face before they slumped over and Becky propped herself up on her spear as she looked towards her cousin with a groan as he stood up too.

"I don't suppose there was anything in the Navajo legends about that?" she asked.

"Guess its bark is worse than its bite," Benwolf said as he went to his Omnitrix.

He then growled outwards and charged towards the Yenaldooshi and soon, a fighting match had begun that amounted to the two wolves slashing their claws at each other before the Yenaldooshi knocked Benwolf back towards the cliff with its powerful tail, which caused Benwolf to groan out.

As the Yenaldooshi approached, a war cry sounded out and Becky ran forwards and took out two of her knives from her belt and shouted out before she jumped up and sank the two knives into the back of the wolf monster.

"Get your claws away from my cousin, punk!" she shouted before the Yenaldooshi cried out in pain before it growled at the young girl before it pulled her off while she was still gripping the knives and tossed her away and she screamed outwards before Max caught her.

Ben looked up at the werewolf approaching Becky, Max and Wes while Becky aimed her spear at it and he snarled before standing up.

"Going XLRWolf!"

But as he went to activate his Omnitrix, he found that it was missing.

"Huh? It's not on my wrist!"

He then charged after the werewolf when Jen, Gwen, Allison and Kai popped up from the cliff face before Jen activated her Omni-Suit and Allison absorbed the material from the ground and the two shouted out as they charged after the Yenaldooshi.

Gwen and Kai then went to Wes and handed the cactus to him. "Here."

Wes took the silver pendant out of his pocket and dripped the juice from the cactus onto it.

He then charged towards the Yenaldooshi as Jen shouted out and punched it in the face with her energy-charged fist, knocking it back into Allison and Benwolf's grasp as they held it.

"Hurry! I don't know how long we can hold him!" Allison said.

Wes then nodded to her and pressed the pendant against the wolf's chest.

The wolf growled towards him and tossed both Benwolf and Allison away before glaring at Omni-Pink as she held her hands up in surrender.

"Uh... nice puppy," she said nervously.

The wolf growled outwards and brought his claws down and Omni-Pink screamed as it scratched her Omnitrix. Luckily, her Omni Suit protected her from getting seriously injured, but her Omnitrix started glowing yellow, just like Ben's did.

She rubbed her head and groaned when she looked at her Omnitrix as well.

"This is not good," she said.

The pendant rolled by Gwen and she glared before she rolled her sleeve up and her tattoos started glowing and she chanted before crossing her hands.

 _"Terra elevare!"_

The earth suddenly rose up around the Yenaldooshi, trapping its arms in earth cuffs before Gwen walked forward and placed the pendant against the wolf's chest... only for absolutely squat to happen.

"Um, shouldn't something happen?" Becky asked.

The Yenaldooshi then broke out of the rocky cuffs with its brute strength before growling and running off up the cliffside and leaving them all looking on as Jen looked at her Omnitrix, which finally stopped spinning and a new icon started glowing on it, looking extremely similar to Ben's.

"I don't get it," Wes said. "That should've worked."

"Grandpa," Kai said. "The pendant didn't work because... maybe we're not dealing with a Yenaldooshi."

"But it bit me," Benwolf said. "Isn't that why I'm like this?"

He then started twitching before he hit his hands and knees to the ground and convulsed before he looked to see his clothes change around him to form a green jump-suit like uniform with no collar or sleeves and four black lines formed around the Omnitrix symbol which formed on his stomach.

"Kai's right," Omni-Pink said before looking at her Omnitrix and immediately recognized the new icon on it to be the werewolf from before. She removed her helmet and looked at her brother. "You're not some Navajo werewolf... you're some _alien_ werewolf. That's why you haven't been able to go hero, because you're already an alien."

"That would explain that howl of his," Wes said.

"And why the Omnitrix isn't on my wrist anymore," Benwolf said. "But how did I go alien then?"

"Did that thing ever touch the Omnitrix?" Allison asked.

"Right," Ben realized. "Both times it scratched it with its claws and it glowed yellow."

"The same thing happened to me," Omni-Pink said as she showed them the werewolf icon on her wrist. "Only it only scratched my Omnitrix once, so that's why I'm not a wolf right now."

"An alien werewolf," Max said. "Just when I thought this summer couldn't get any stranger."

"I'm used to it," Becky sighed as she sheathed her weapons. "When you've been in the Null Void for as long as I have, nothing surprises you anymore."

"Aw man!" Benwolf said.

"What is it?" Gwen asked.

"Well, if I knew that I could become different aliens if they touched the watch, I'd have let them scratch it a long time ago. I mean, I would make one awesome Vilgax."

"I have to admit, you do have a point there," Omni-Pink said, a hand on her hip.

"But right now, I'd just worry about you being Ben," Allison said.

Suddenly, they felt some sort of earthquake suddenly shake the ground beneath them, causing them to lose their footing for a few seconds.

"Something tells me we have other concerns as well," Wes said.

"Tell me about it," Kai said.

* * *

The group then walked towards a cave before Jen held her arm out in front of them to stop them.

"What is it, Jen?" Max asked.

Omni-Pink lit her hand up in pink energy before she tossed an orb into the cave, prompting a whole swarm of bats to fly away, prompting a whole swarm of bats to fly outwards towards them, causing the girls to scream outwards before recovering and Benwolf chuckled at that as Kai looked to the girls and chuckled as well.

 _"I got to admit, they look pretty cute when they're scared,"_ she thought in her head.

Omni-Pink nodded to the others. "Coast is clear. Let's go."

They then wandered into the cave with Jen illuminating the darkness with her energy as they heard a rumbling within the caves as Gwen sniffed.

"Do you smell that?"

"What? My wolf breath's not that bad," Benwolf said before Becky shook her head.

"No, cuz. I smell it too," she said.

"It smells like sulfur," Allison said.

"A sulfur smell is the sign of lava," Wes said. "But these volcanoes in here have all been dormant for millions of years."

That was when Benwolf and saw the room light up in orange light and Omni-Pink gulped.

"So that's not real lava, then?"

Kai and Gwen screamed when they saw the lava flow through the caves and they all ran away as Omni-Pink created energy platforms beneath her feet and Gwen's Levitation Charm tattoo started glowing before she used it to fly above them while the rest glared.

"The werewolf must have reactivated the volcano somehow," Max said.

"It must want us off our land, one way or the other," Max said as they arrived at a clearing that had a path that led to the other side, but the outside was broken.

"Right," Omni-Pink said as she created energy platforms beneath her feet to the other side while Gwen took Becky's hand and flew over to the other side before her tattoo stopped glowing and she set her down.

"Now I know how Jen feels," Gwen smiled. "These powers rock!"

Benwolf stood on the other side with the remaining 3 and looked to see the lava coat the other side, thwarting their way back.

"Time to see how far this big bad wolf can jump," he said, grabbing Kai and Allison. "Who wants a ride?" He then leaped all the way across the canyon of a bridge and stuck the landing before setting the two Navajos onto the ground and jumping back for Max and Wes.

As he did so, the pathway he was on was starting to crumble from the intense heat of the lava. He took the two seniors in his grip and nodded.

"I'll need to take both of you. And I'll need all the help I can get."

He then split his jaw into four sections and leaped off of the platform before he fired his sonic howl (which was colored with green energy) and used the force of it to gain momentum and it nearly got him to the other side... before they heard the all too familiar beeping.

"No!" Omni-Pink shouted as Benwolf let go of Max and Wes, causing them to crash land on the other platform before the red light shot out and Omni-Pink and Max looked over the side to see Ben dangling from the cliff.

"Ben!" Max shouted.

He then reached his arm out and Ben took his hand as Jen deactivated her Omni Suit and they looked to see Ben back in his human form.

"The Omnitrix finally timed out," he realized as Jen sighed.

"*phew* Relief," she said as she smiled and hugged her brother as he showed the group his Omnitrix. "And check this out?"

He showed them the symbol of the werewolf alien on his watch that mirrored Jen's.

"The watch absorbed its DNA," Gwen said.

"Welcome to the club," Ben said to his Omnitrix.

"Great," Allison said. "Let's get out of here. I've had about as much excitement as I can handle for one day."

"Yeah, me too," Ben agreed as they continued on their way out of the cave.

As they walked through, they saw their way out of the caves as daylight shined through the area and Becky wiped her brow.

"Look, a way out!" she said as they walked to the exit.

"So, I wonder where that satellite equipment the werewolf took is?" Max asked.

They then heard a rustling of stones nearby as they looked to see the werewolf leap in front of them with a glare.

"This thing just won't quit!" Jen shouted.

The werewolf opened its jaws again and unleashed its sonic howl at them again before Jen created a forcefield to stop it while the others all ducked for fury as the twins nodded to each other and activated their Omnitrixes.

"Ben, you had your turn as the werewolf. Now it's my turn!" she said as she slammed the core down.

Jen's Omnitrix sank into her wrist and grey and blue fur grew from her wrist down and her fingers grew sharp claws before they shrank down to four. She then crouched down as spikes grew from her elbows and shoulders and the same happened to her legs and feet as they grew sharp claws and grew paw-like. Her clothes morphed into a pink off the shoulder jumpsuit with no collar and the Omnitrix on her stomach. Her muscle mass increased exponentially and her ears grew furry and formed a triangular shape before resting on top of her head. Her jaws and nose pushed forward into a wolf-like muzzle that split horizontally and vertically. Finally, she grew a long bushy tail from her spine before she posed as she shot to her hands and knees howled upwards before the transformation ended.

Jenwolf glared and bore her claws outwards with a glare as her eyes glowed pink. Her werewolf form had more of a figure than Ben's did, making it noticeably female. She looked to Ben with a grin and a wink.

"Not bad. But I'm better," Ben said. "Going hero!"

Ben's Omnitrix sank into his wrist and his entire body started to bloat into a more rounded shape as he clutched his eyes shut. And when he opened them again, they were fully golden. His body was covered in yellow armored plates with a white inner body with black markings on his eyes and the Omnitrix symbol appeared on his forehead. He spun his body around like a ball before striking a pose as his transformation finished.

Cannonbolt smiled as Jenwolf growled.

"You may have the honors, good sister," Cannonbolt bowed.

"Thank you, kind brother," Jen bowed in return and growled outwards before her jaw split open and she let out her sonic howl (powered with pink energy), to counter the Yenaldooshi's howl as it came forward. Both of them were pretty evenly matched, but Cannonbolt spun forwards and slammed into the werewolf with all his might. He then bounced upwards before he body-slammed the werewolf with no regard.

But the Yenaldooshi used its brute strength and knocked the Cannonbolt away, sending him lodging into the wall.

"Ben!" Jenwolf shouted before she bore out her sharp claws and ran forward before engaging in a scratching and clawing match with the Yenaldooshi, both landing strong slams and blows against the other. Jen then landed a strong uppercut followed by a leaping kick to the chest, sending it flying back.

Cannonbolt then adjusted himself and finally lodged himself out of the wall... at the cost of letting the volcanic crater outwards, sending out the lava again.

Everyone gasped as the volcanic crater opened up again, sending the lava flowing throughout the caves.

"We can't let this lava flow go down the mountain side and reach the village," Wes said.

"I'll seal it all up, go!" Cannonbolt shouted.

"I won't leave you!" Jenwolf said.

"You'll never survive the crater!" Cannonbolt shouted. "Cannonbolt just might! Go!"

The Yenaldooshi then ran inwards and tackled Cannonbolt away as the others all gasped.

"Ben, no!" Gwen shouted.

Cannonbolt and the Yenaldooshi glared outwards before the platform separating them broke away from the lava flow.

"Ben!" Max shouted.

"I'll be fine!" Cannonbolt shouted. "Just go!"

They gasped and saw that both Cannonbolt and the Yenaldooshi got buried underneath the rocks and Jenwolf gasped outwards before Allison and Becky tugged on her arms.

"We gotta go!" they shouted.

"Oh, fine!" Jenwolf shouted and ran out of the cave on all fours as the others all ran out of the cave behind her as Gwen started screaming out in effort while Kai looked behind her at the lava flow and her eyes widened as they finally made it out of the cave, where an explosion occurred behind them.

Everyone gasped as they looked behind them and saw that the cave was sealed by tons of boulders blocking the exit.

"Ben... no..." Jenwolf said as she hit her knees and bowed her head as a tear threatened to escape her eye.

"Jen... I'm so sorry," Allison said as she put a hand on her shoulder. "I know what it's like to lose a brother. It's something that you never get over."

"Thanks," Jenwolf said. "But that's not going to make me feel any better."

 _"Then maybe this will!"_ a voice said from underneath as they felt the ground shift beneath them. They then gasped as Cannonbolt shout out of the ground and landed squarely in front of them. "Oh yeah! Shell power!"

"Ben!" Jenwolf said as she immediately tackled him in a hug as the Omnitrixes timed out and Jen was all over her brother in relief and love. "I thought we agreed that you would never do that to me again!"

"Easy," Ben said. "I love you too. Just let me go."

"Sorry," Jen said as she let go of her brother and dusted herself off.

"Way to go, Ben," Max said as they all smiled and Becky, Allison and Gwen crossed their arms before Allison playfully jabbed Kai with a nudge and Kai smiled before she looked at Ben and sighed as she rubbed her arm before she looked to the side and sighed.

* * *

The group had gathered again in the village as the tourists started talking to Wes again before smiling and walking away as he turned to the group.

"Good news. It seems a few people are returning. Thank you. All of you."

"Yeah," Ben said. "It was nothing."

"Just part of being a hero," Jen said with a smile.

"What do you think that alien wanted anyway?" Kai asked.

"Since we never found any of that satellite equipment or your receiver, I can't say for sure," Max said.

"Who cares?" Becky said as she cracked her joints and sighed. "I told you, the huntress always gets her prey. And sure enough, I did."

"We did," Gwen said with a smile.

"Together," Allison agreed.

"And now, maybe we can collect alien DNA," Jen said as she looked at her Omnitrix to see her Jenwolf icon on it.

"Come in the museum," Wes said. "I can't send you on the road without a few souvenirs."

As he and Max walked into the museum, the kids all smiled to each other as Jen smiled and pushed Ben towards Kai.

"Well, go ahead," she said, urging him to talk to her.

"Well, it's a long summer," Ben said, rubbing the back of his head. "Maybe we'll see each other again."

"Ben, I don't know how to say this..." Kai said with a sigh as she rubbed her arm. "You seem like a really sweet boy and it was great meeting you and your family... but you're just not my type."

Ben grew shocked and his jaw dropped open. "But, I thought you really liked me."

"No, no. I do, I really do... but only as a friend," Kai said with a bow of her head. "It has nothing to do with you, Ben. It's me."

"What do you mean?" Ben asked as Kai bowed her head.

"I have a confession to make to you guys," Kai said before vibrating her lips and sighing. "...I like girls... I'm gay."

At that mention, everyone's eyes widened and their jaws dropped open as Kai nodded and Ben walked to her.

"Well, why didn't you just say so in the first place?" Ben asked.

"I didn't want to hurt you because I knew you were interested in me," Kai said. "What kind of friend would I be if I broke your heart like that?"

"It's okay," Jen said with a smile. "We understand, Kai. You'll find the right girl one day."

"You're not mad?" Kai asked.

"Not at all," Ben said with a smile. "I'm not the kind to judge people for who they are."

Kai then nodded as she and Ben gave a hug to each other as she then wrote down her phone number on a piece of paper and handed it to Jen with a smile before putting her finger and a thumb in a cellphone position and put them by her ear.

"If you ever need anything from me, all you have to do is call."

"Gladly," Allison said as she walked off with a smile and a wave as Ben sighed in disappointment and put his hands in his pockets.

"The thing about crushes is that sometimes you get crushed," Jen said to her brother.

"Don't get so down on yourself. There are lots of girls out there," Gwen said.

"Yeah," Ben said. "But how am I going to get the courage to talk to them without your help?"

"Two little words are all you need to know," Becky said.

"What are they?" Ben asked as Jen smiled and hugged him.

"Be yourself," Jen said. "That's it."

Ben smiled and looked at them and nodded. "Thanks, girls."

"Anytime, bro," Jen said, continuing their hug. "Anytime."

They then started walking towards the Rust Bucket as Becky nudged Jen and smirked.

"So, do you think Kai has a thing for you, Jen?"

"I don't think so," Jen said. "And even if she did, I like guys. It's never going to happen between us."

"I guess you're right," Allison said. "Do you have a crush on anyone?"

"Not yet," Jen said. "But I will one day. We all do."

* * *

Meanwhile, in the caves where the battle had ensued, the camera zoomed into the caves where in a dark cavern, the satellite equipment and the receiver were revealed to have been used to create a satellite machine of some sort. It suddenly activated and glowed with a green light as a swarm of bats flew towards the camera as the screen faded to black.

* * *

 **You guys didn't see that coming, did you? I figured, "Let's see. How can I make it so that Kai and Ben don't end up together while not making her seem like a total jackass? My best idea was to make her a lesbian in this version. I hope that you're all okay with this because I know that this has never been done in this franchise or this fandom before.**

 **Next time on Ben and Jen 10:**

 **Game Over**


	31. Game Over

On a dark stormy night, the group was parked near a hotel while Max lay down in bed trying to get some shut-eye while Allison was in the kitchen cooking dinner with her headphones in playing her music and Ben was playing his Sumo Slammer video game while Jen was on her cell phone with an increasingly giddy face and she got more and more excited as her call continued.

"What?" Jen asked. "No way! No way! Mom, that's awesome! Okay, alright. I'll see you in a month and a half. Ben and I love you too. Bye."

She then hung up the phone and instantly got up and squealed like the little girl she was while holding her hands to her chest and dancing a bit on the floor.

"Ben, you're never going to believe this!" she said as Ben briefly looked up from his video game as the others looked at her as she smiled.

"What? The next Sumo Slammer's game is getting released early?" he asked as Jen shook her head.

"No, bro. Mom's pregnant again!" Jen practically squealed in amazement.

"What?" Ben asked as he got up.

"You're going to be a big brother! _I'm_ going to be a big sister!" Jen said with an amazed smile as she gripped her brother in a tight bracing hug and spun him around off his feet with a squeal of delight.

"Whoa, sis, that's great!" Ben said with a smile as Gwen and Becky smiled and hugged their cousins with a massive grip as Gwen wiped a tear from her eye.

"OMG! We're so happy for you two!" Gwen practically cried out as Allison walked over to her with a smile.

"Let's hope that your little brother or sister doesn't end up like mine did," she said wit ha hint of sadness in her voice while Jen smiled at her nad hugged her.

"It's okay," Jen said. "If you ask me, you tried to be a great sister. Kevin was just a bad brother. But if I know one thing about villains, it's that he will be back."

"Well, now that that's out of the way," Ben smiled as he went back to his video game and unpaused it and went back to it as Gwen groaned while Jen flipped through her spells.

"I'm _so bored_ ," Gwen said, looking to her cousin. "Even your dumb video game sounds good right now. I want to play."

"Me too," Jen said.

"Me three," Becky smiled.

"Sorry, I already have a partner," Ben said, attention squarely on the video game. "Run! And Ishiyama- slam! He's the coolest- kick! Sumo Slammer- jump! of all. So why would I want to play with you?"

"To prove that you're not afraid of getting your sumo butt kicked by a _girl!"_ Gwen smiled as Jen and Becky stood by her sides.

"It's a four-player game, bro," Jen said. "There's room for all of us."

At that, Ben paused the game and handed three controllers to his sister and cousins and they smiled as they got their game faces on.

"You guys have at it," Allison said with a smile as she poured her pasta into the boiling water and put some cheese over a double boiler to start it melting.

Later on, the four were playing majorly as they grunted and groaned. Each had stylized their character avatars after themselves within the game.

Gwen had gotten the top score at 83,255,890 points, Jen had gotten 77,743,625 points and Becky got 41,477,872 points while Ben only had a measly 57,302 points.

"Oh yeah!" Gwen cheered. "Top score for the Gwen warrior!"

"Beginners luck for both of you. Though Jen is just as experienced as me in this."

"How many times have I played this game with you, Ben?" Jen asked, twirling her controller with her telekinesis.

"I don't know, like 30!"

"And how many times have you lost?"

"...I don't know, like 30!" Ben said. "But now just see how a real warrior handles this!"

Ben moved his joystick forward and moved his avatar forwards towards a chest, only for a giant purple warrior samurai to appear before him, knocking him back.

"Get his butt kicked by Kenko the Shapeshifter?" Becky asked with a smirk and a raised eyebrow.

"Careful, you only have two lives left," Gwen said.

Ben then grabbed Gwen's controller and caused her avatar to fall off the edge.

"Ben, no fair!" Gwen shouted.

"Careful, you only have one life left!" Ben mocked.

"Guys, please!" Max shouted. "I'm trying to grab some shut-eye here."

"Sorry, Grandpa," Becky said.

While they were distracted, Ben snuck off and slammed the Omnitrix core down, transforming into Upgrade. He then merged with the laptop and completely erased Gwen's score as she growled and shook the laptop.

"Ben Tennyson, you are such a cheater!" she said. "You'll get yours one of these days!"

"Sis, be careful!" Becky said.

"I'm not going to let you hurt my brother before he becomes an older sibling!" Jen said as they all reached for the laptop.

Suddenly, a flash of lightning struck the Rust Bucket, travelling up the outlet cord and shocking the girls and the laptop, who vanished in a flash, which instantly caught Allison's attention when she finished mixing the pasta with the cheese. She then got up and checked the laptop and her eyes widened.

"This is not good," she said as she checked the power and hooked up one of the controllers and put the headset on with a glare as she went to the customizer section of the game as she started it up and got her game face on. "Dinner's going to have to wait. Game time."

"Oh, finally. A little peace and quiet," Max groaned.

* * *

Upgrade stood in what looked like an abandoned Japanese village and looked to his side when he saw Gwen materialize in front of him. She was wearing blue samurai garb with a metal samurai headband and boots with a shoulder pad on her left shoulder with a glowing orange orb on it aside two dull black orbs.

Jen then materialized next to her wearing a pink ninja garb with a white belt, pink boots and gloves with her right one sporting the Omnitrix symbol with her hair in a high ponytail and a belt with two glowing orbs on the buckle and one black orb.

Finally, Becky appeared next to her sister wearing a red ninja suit with a red belt with a wolf buckle on it and a headband around her forehead. She also had on red boots and gloves with a shoulder pad on her right shoulder with two glowing orange orbs and one black one.

 _"What happened?"_ Upgrade asked as the girls looked themselves over.

"I think that lightning flash happened," Jen said.

"It must have zapped Upgrade and we wound up in the video game!" Gwen said.

"Well that's just great," Becky said, rolling her eyes.

" _We're inside_ Sumo Slammer Smackdown? _Cool!"_ Upgrade said before he collapsed and made an angel in the sand.

They then looked up and saw a giant machine appear in the skies above them.

"Not for long," Gwen said as she rolled up her sleeve to see her Charm Tattoos were still there and Jen ignited her hands in pink energy.

"Hey, we still have our powers!" Jen said.

The machine from above shot down several silver spheres downwards that slammed into the buildings around them before they unfurled and revealed robot sumo wrestlers with yellow and orange faces on them.

 _"Robo sumos?"_ Upgrade asked. _"That's_ so _Level One."_

The robots dispersed apart and revealed what appeared to be the leader: a samurai garbed robot with two flags sticking out of its shoulders.

The samurai robot charged towards Upgrade and tackled him, only for Upgrade to merge with him and he charged the other robots, knocking them over before he crashed into the water tower and knocked it over, destroying the robots below it.

The girls then backed themselves up into a circle and glared as they shouted and broke apart to get to work.

Gwen's Fire Charm tattoo glowed and she posed her hands together and shot out a stream of fire from her hands that ignited some of the robots around them before she did a backflip over another one and did a right kick to it, knocking it back and backflipping onto it and her hand glowed with magic energy and blew it apart with her bare hands.

Jen then shot her hands outwards and blasted out several pink energy bolts before she levitated the destroyed pieces of robot to her with her telekinesis and sent them out towards the robots like bullets and she then shouted outwards and backflipped before her hands glowed and she gave out a chant.

 _"Kemo Char!"_

The golden energy blasted towards the robot and blew it apart, leaving behind a smoking husk.

Becky turned towards another robot, but Upgrade merged with it and discharged his energy before separating from the robot and it fell over.

Becky then groaned and started with her fisticuffs and blew through the robots with her brute strength and she shouted out in effort and destroyed the last one by her with a swift kick to the face.

Upgrade then merged with the final robot and discharged his energy, destroying it.

 _"This isn't a challenge, it's a slaughterfest."_

"Oh yeah, real impressive when you can control the whole game world as Upgrade," Gwen said.

"How about being fair to your competition, bro?" Jen asked, walking up.

 _"Jealous?"_

Another robot charged the group, but Upgrade merged himself with it and opened a cannon from its back and blasted the rest of the robots, destroying them all and earning 500 points for each one he destroyed.

 _"Oh yeah! You just got Sumo Slammed! Ben's the best, forget the rest!"_

"Yeah, well since you control everything in here, I would use Upgrade to get us out of here before-"

As Becky spoke, the all-too-familiar beeping began and the watch timed out in a flash of red light, leaving Ben in human form. He was wearing a brown samurai armor and a headband with his hair styled into a spiked side ponytail and two glowing orange orbs aside a black one appeared next to him. His Omnitrix was on a gauntlet on his left wrist.

"Uh-oh."

"You are such a dweeb, Ben!" Gwen shouted. "Now what are we going to do?"

"No problem," Ben said. "We'll just wait until the watch lets me go Upgrade again."

He then adjusted the Omnitrix, only to find no glow, no icons. Nothing.

"Okay, we got problems."

"What happened to all the hero icons?" Gwen asked.

"It's happened to my Omnitrix too," Jen said as she fiddled with her gauntlet.

"Well that's just typical," Becky said. "How long are we going to last in here without Upgrade?"

"Don't get your pants in a twist, Becky," Ben said. "I've played this game like a million times. Nothing can surprise me."

That was when a larger robot than the previous ones appeared from above and utterly squashed Ben.

"Ben, no!" Jen shouted as from the crater, a few gold coins came out before disappearing.

That was when Ben respawned next to them and a light went out from his chest. "I definitely don't want to do that again."

"Ben, you're down to your last life," Becky said.

"Something tells me that if any of us loses all of our lives, it'll be for keeps."

They then gasped when the giant Robo Sumo got onto its feet and looked at them.

"Run!" Jen shouted.

The two sets of twins ran for shelter as the Robo Sumo attempted to bring its fist down on them and they dodged, only for more grunt sumos to come out of the buildings as the four stood back to back.

Jen then enveloped her hands in pink energy as she blasted the robots away with her energy blasts and bolts as Gwen's Keystone Tattoo started glowing and she dodged out of the way and smashed through the robots with brute strength and a shout before kicking one away.

Becky then gave an elbow to one and ripped it apart with her brute strength before tossing the destroyed parts into the other robots, destroying them as she gave an absolutely savage look to her opponents.

Ben was knocked aside by one of the remaining robots before Jen came aside and gave an energy kick to it that destroyed it.

"There's too many of them!" Ben said as he and his sister looked around. "We've got to find a-"

They then looked upwards and saw a chest floating at the top of the village's watchtower.

"A Keni Trunk!" Jen said as she, her brother and their cousins all leaped upwards and touched the trunk and four coins came out: one with the symbol of the sword, one one with a spear, one with a fan and one with a piece of paper.

"Dibs on the Samurai Sumo Sword!" Ben said as he reached out for the sword coin and a sword materialized in his hand. He then jumped down and sliced through the robots like a hot knife through butter with sparks going everywhere.

Jen and Becky then claimed the fans and spear as they leaped down to their robots as Jen opened her fans and smiled as she gave a 'bring it on' gesture to the robots. They then charged towards her, only to be sliced to pieces by her fans as she smiled as Becky sliced through hers with her spear just like she does in the real world. She stuck the spear in the ground and used it as a pole to give a spinning kick to the robots, destroying them with a few kicks each as she got her spear out and joined the other two as they stood back to back.

Gwen took the last coin and a piece of paper materialized and she took it in her hand before giving out a mischievous smirk.

Ben, Jen and Becky stood in a circle, slicing robots open with their weapons before a giant throwing star boomerang sliced through the rest of the robots before flying back into Gwen's hand as she smirked and came down to their level.

She then leaped downwards as the giant Robo Sumo came up to them before a slice came through, destroying it and revealed Allison in the background, earning her a bonus 100,000 points.

"Whoa, Allison," Jen said as she looked at her friend with a smile.

She had on a black and grey short-sleeved samurai suit with a grey headband around her forehead and black armored boots and fingerless gauntlets. One of her gauntlet arms showed three orange glowing orbs as she smiled.

"How did you get in the game?" Becky asked.

"I didn't. I'm just playing it from the outside," Allison said. "I'm going to be with you guys every step of the way."

"How did you know how to do that?" Ben asked as Allison touched the ground, absorbed its material and sliced apart a few more robots with her blade arms and smiled as she dissolved her armor.

"I read the instructions," she said.

Ben then backflipped behind her and stabbed another robo sumo in the head, causing it to explode as he turned to look at the girls.

"This game came with instructions?"

Gwen gasped as they looked at the destroyed temple to see the white dojo still completely intact.

"The dojo," she realized. "We can use it to get to the next level."

"I knew that," Ben said, brushing his head.

The five heroes then got onto the dojo which started levitating in the air as the Robo Sumos on the bottom fell into the hole left behind. They looked around them at the beautiful graphics that the game held within it as they smiled and nodded as the dojo finally stopped at a series of floating mechanical platforms and a giant temple floating in the sky.

"Okay, Mr. Sumo Slammer Samurai," Becky said as she and the others bared their weapons. "What's the plan?"

They then looked out and gasped when they saw a bunch of Robo Sumos floating in the air around them with furnaces in their chests. The robots fired out several fireballs from their chests and the heroes dodged them all with a few flips and looked outwards.

"Keep moving and try to stay alive! Duh!" Ben said.

"I like that plan," Jen said as they all leaped off the platform and ran away, slicing apart robots with their weapons and dodging fireballs all the while.

Gwen tossed her star boomerang that destroyed 10 robots and earned her 2,000 points.

The twins then noticed a Keni Trunk at a platform below them. They then nodded as they leaped to the platform and Ben used his sword to open it. Concealed inside the trunk were a green and pink Omnitrix icon. One showing a Tetramand and one showing a Plantosapien.

"Hey, that looks like Four Arms and Blossom Rose," Jen said as they nodded to each other.

"I wonder if..." Ben said as he and Jen reached for the symbols and they absorbed into their Omnitrix gauntlets.

They then turned to the icons and slammed the cores down, transforming into Four Arms and Blossom Rose, dressed in new attire to further compliment the game's themes.

Four Arms was dressed like an Asian samurai complete with the headdress and a brown armored chestplate that separated at the sides to make room for his four arms along with armored boots and elbow pads.

Blossom Rose was dressed more like a geisha with her flower petal dress now sporting a more Asian theme and she now had long baggy sleeves that were made from pink petals and her flower bud was now formed into a more Asian bun shape.

"Oh yeah! Now that's what I'm talking about!" Four Arms said. "Four Arms of fun!"

"Back in business," Blossom Rose agreed with a smile and a nod as she and her brother turned to leap away.

But before they could do anything, a giant sumo warrior leaped down in front of them, wearing long black shorts and shoulder pads with the left one sporting three glowing orbs representing his lives and he wore no shoes. Every ounce of his body was pulsing with pure muscle. He also had a short mustache and a short black ponytail.

"Ishiyama," Four Arms realized as he looked at the star of the Sumo Slammer franchise.

"How do you know my name, strange creature?" Ishiyama asked.

"I'm your biggest fan!" Four Arms exclaimed as Blossom Rose only rolled her eyes at her brother's ridiculous fanboying over a video game character. "I know all yours stats! You weigh 527 pounds, you have a 7 Strength Rating, 9 Intelligence, 8 Agility!"

"Enough!" Ishiyama interrupted. "Are you or are you not a shapeshifter?"

"...I guess you could say that," Four Arms said.

"Then you can only be my archenemy Kenko!" Ishiyama shouted as Blossom Rose instantly panicked.

"Oh crap," she whimpered.

"Sumo Slam!" Ishiyama shouted as he brought his foot down onto the platform, breaking it as Blossom Rose instantly shot her vines out of her fingers and wrapped around another one as the platform broke away under Four Arms.

"Ben!"

"No, wait!" Four Arms shotued as he fell below only to land safely (or not so safely depending on your point of view) on another platform below only for Ishiyama to jump down after him, launching him back upwards. "I don't want to fight you!"

"You cannot trick me, Kenko! I will not rest until you are defeated as is my sworn task!"

Four Arms then started his descent and landed on a Robo Sumo that fired a fireball downwards, which Ishiyama dodged as he leaped to another platform as Blossom Rose shot vines from her fingers down to her brother, which he grabbed and then used to swing the platform opposite Ishiyama's with Blossom Rose following him.

"But I'm not Kenko! I'm Ben, I'm a good guy!" Four Arms protested.

"Forgive me if I do not believe you," Ishiyama said.

He then leaped onto the twins' platform and created a shockwave by stomping on it, only for Four Arms to redirect it with a strong clap, causing Ishiyama to slide to the edge of the platform.

"It's true! I own every Sumo Slammer's comic book, doubles of every trading card, I even eat your cruddy cereal!"

"Ben," Blossom Rose said from behind clenched teeth. "He doesn't know what you're talking about. He doesn't know the outside world exists."

"I shall not be confused by your double talk!" Ishiyama protested.

He then leaped upwards and smashed a platform above them to pieces as Blossom Rose looked on as the rocks started falling.

"This is not good," she said shaking her head and the rocks started raining down on them.

Gwen, Becky and Allison looked down from there as they gasped.

"Four Arms?" Gwen asked.

"Blossom Rose?" Allison asked.

The looked behind them to see the robo sumos fly up behind them and they gasped and started avoiding the inevitable fire balls that rained down on them.

"Let's worry about them later," Becky said as she bore her spear and the girls shouted out as they leaped outwards as Becky slammed her spear into a robot and pole-vaulted into the other ones, knocking a hole in them with her brute strength as she backflipped onto another one and slammed it down like a volleyball.

Gwen and Allison dodged the fireballs that were sent down as Gwen's Keystone tattoo started glowing again and she destroyed all of the robots away with a single punch each as Allison sliced a few downwards with her axe and blade arms as she gave out a cry of effort with each hit.

* * *

Outside the game in the Rust Bucket, Allison sat in the booth seat playing the game and ate her mac and cheese as she gained a look of absolute focus on her face as she glared and mashed the buttons down with absolutely no mercy on her face.

* * *

From down below, Ishiyama gazed on the fight with wonder as Four Arms and Blossom Rose crawled out from the rubble that the platform left.

"Who are these magnificent warriors?" he asked.

"Our cousins and good friend," Blossom Rose explained.

The girls leaped downwards and stood in front of the twins.

"Back off punk," Becky said. "They're with us."

"So you are indeed related to these creatures?" Ishiyama asked.

"I'm afraid so," Gwen said. "I'm Gwen."

"Becky."

"And I'm Allison."

"I am Ishiyama. You three fight like champion warriors."

They then looked outwards to see more robo sumos flying towards them as Four Arms scoffed. "That's nothing."

"Wait till you see this," Blossom Rose said as she focused her energy. Her flower bud bloomed open and she unleashed a massive solar beam from it that singed most of the warriors to a crisp.

"I'll show you a real champion!" Four Arms said as he leaped forwards onto one of the remaining robo sumos and used his brute strength to knock it into the other robots like a game of bumper boats. "Yee-haw! Ride 'em cowboy!"

Unfortunately, that was when the Omnitrixes timed out and left Ben hanging on for dear life from the robot.

"You know, I probably should've seen that coming."

"Hold on, Ben!" Gwen shouted as her Levitation Charm tattoo glowed and she flew forwards towards the robots and she leaped and front-flipped forwards onto them before she was parallel to her cousin.

"I have _got_ to read those instructions!" Ben said.

Ishiyama then leaped forwards and tackled Ben's robot, causing him to start to free fall from the sky before Jen cracked her knuckles and thrust her hands forward and a solid wave of energy came out of them and wrapped around Ben and Gwen before she retracted the energy and set them on the ground as she smiled at them. Ishiyama landed in front of them and then reduced down to his normal size as they all sighed.

"Way to be a showboat, cuz," Becky scoffed.

"I don't want you to die before your little brother or sister is born, dude," Allison said, crossing her arms.

"You have great skills," Ishiyama said.

"Thanks," Ben said. "Coming from you that's-"

"Not you, jester, Warrior Gwen."

"Thanks," Gwen said before turning to Ben. "What are you waiting for doofus? Go Upgrade and zap us out of here."

"I can't," Ben said. "Only the Four Arms icon was in that Ikeni Trunk. The Upgrade icon could be anywhere in this entire game on any of the other levels."

"Not just anywhere," Allison said as she reached into her pouch and pulled out a map. "Looks like it's on Level 13 in the Arena."

"Level 13?" Jen said.

"Are you kidding me?!" Becky said. "There's no way that we'll survive all that way!"

"Unless..." Jen said with a smile before turning to Ishiyama. "Do you know any cheat codes that can get us there quicker?"

"A sumo _never_ cheats," Ishiyama said. "However, I do know a shortcut. But the journey will be treacherous."

"I guess we don't have a choice," Gwen said before looking to her cousin with a glare.

* * *

Later, the group walked down the hallways of the temple they saw outside in the platform level.

"Where do you come from, Warrior Gwen?" Ishiyama asked.

"It's kind of hard to explain," Gwen said as Becky sighed.

"You wouldn't understand if we told you."

Ben and Jen then noticed a few urns in a hidden room as Ben gasped.

"Whoa," he said.

"I haven't seen this part of the game before," Jen said.

They then walked to catch up with the others, not noticing a blue clawed hand and a pair of demonic-looking yellow eyes glaring after them.

When they tried to catch up, however, Jen accidentally stepped on a wrong tile that sunk into the ground, causing the walls in front of them to start to close as they gasp.

"Oh no!" Gwen shouted as Ishiyama suddenly increased to his Super Sumo form and ran to the doors and held them open with his immense strength, which allowed the others to run through underneath him before he leaped forwards and transformed back to normal and the doors slammed shut behind him.

"Game?" Ishiyama asked. "This is no game. The fate of the entire sumo world hangs in the balance."

"I know, I know," Ben said. "I read the back of the box?"

"The back of the box?"

Ben nodded before Jen groaned and Gwen, Becky and Allison shoved him backwards to talk in private.

"Don't you get it, Ben?" Gwen asked.

"What?" Ben asked.

"Ishiyama doesn't know that he's a program in a game," Becky explained. "This is all real to him."

"I never thought of it that way," Ben said before looking upwards and saw something that delighted him.

"An Ikeni Trunk!" he said as he leaped forwards and Ishiyama vaulted him upwards and he opened the trunk and a picture with a bow opened upwards and fell into Becky's hand as a bow and a quiver of arrows appeared slung opposite to her spear on her back.

"Thanks for the sumo bow," Becky smiled.

Jen then opened a door by them and a pink light shown on her.

"Who needs it?" she asked as she saw a load of Omnitrix coins in front of her. "I just hit the Omnitrix jackpot!"

"Careful!" Ishiyama said. "It could be a trap!"

Jen swiped her hand on one of the coins as a red laser came out and blasted into Ishiyama, obliterating him before he regenerated and one of the glowing orange orbs on his shoulder pad died out.

"What have I done?!" she cried outwards. "I'm sorry. I didn't know any better!"

"It matters not," Ishiyama said. "My life is nothing in the quest to stop Kenko."

Jen sighed outwards as she put her hands in her pockets as they walked off.

"I feel like such an idiot," she said with a sigh.

"You'll be okay," Allison said, putting her hand on her friend's shoulder. "It's not over till it's over."

* * *

The group walked into a chamber and stood before a giant bronze statue before them as Ishiyama nodded.

"The Chamber of the Kappa will grant you access to the level of your choosing. But only if you solve their riddle."

 _"The key names your weapon,  
But only by sight.  
When uttered as 'vow',  
A gesture_ _polite_."

"What do you think it means?" Becky asked as she crossed her arms and looked to the others.

"I don't know," Ben said.

That was when a green and pink light shined near them and they looked outwards to see two familiar icons and they smiled.

"But I do know what that means. Good old Cannonbolt will impress Ishiyama."

"Not if Water Lily does first," Jen said.

But before as they went forwards to the icons, a giant blue serpent appeared in front of them and wrapped his body around Gwen, Becky, Allison and Ishiyama.

"Let them go, Kenko!" Ben shouted.

"Tell me about this Upgrade icon or I'll destroy your friends!"

"Tell him nothing!" Ishiyama said.

"He's right, Ben!" Becky shouted.

"We can't let him loose in the real world!" Gwen agreed.

Allison shook her head and facepalmed with her free hand. "Thanks, Gwen. I knew we could count on you."

"The real world?" Kenko asked. "Yet another domain I will rule with an iron fist."

"Not if we have anything to say about it," Jen said.

"But we're going to show you some real Sumo Slamming..." Ben said as he and Jen ran to the icons and slammed their fists down on them, transforming into Cannonbolt and Water Lily.

"...Cannonbolt style!" the Arburian Pelarota announced

"With Water Lily style combined!" the Fernovian piped up.

Cannonbolt had his bottom half wrapped with sumo-style garbs while Water Lily was in a similar style to Blossom Rose's samurai garb, but in more of a regal kimono style and a short ponytail made of leaves.

Cannonbolt leaped upwards while rolling into a ball and bounced off the walls and slammed into Kenko while Water Lily blasted him with her water jets and blasted her away.

Kenko slithered away and Ishiyama grabbed the rest of the girls and leaped away before Becky sliced into Kenko's side with her spear and he glared at her with a growl and flames licked at the sides of his mouth.

Becky just gave a deadpan stare and shook her head.

"I hate my life."

Kenko then blasted her with the flames, obliteraitng her again before she regenerated back where she stood, now down to her last life.

"Okay, now we're in trouble."

Kenko glared and slithered away from them.

"I'll leave you to my henchmen while I find that Upgrade icon."

As soon as he left the room, some shadows started creeping out from all the sides of the walls of the dojo and the group locked together in a circle as a ton of shadow ninja warriors started crawling out from the shadows all around them as Water Lily crossed her arms and Gwen prepared her throwing star and Allison prepared her swords with a glare.

"Warrior Becky," Ishiyama said to her. "Your Sumo Bow!"

Becky nodded and pulled her arrows out of her quiver and fired a ton of them at the warriors, destroying them with one shot each and she pulled out her spear and started using it like a bow staff and stabbing them each with it and gained a look of absolute fury on her face as she snarled at the group.

Ishiyama went into his Super Sumo form and leaped up, smashing a ton of warriors with his bare fists, earning 1,000 points.

Water Lily shouted out as she sliced through the warriors with her high-pressured streams and glared at them with a shout of effort.

"Nice one, sis!" he said.

As a larger samurai warrior walked into the room and Ishiyama engaged with it, Allison gained an uncomfortable look on her face as she sighed. "Sorry, guys. I really have to use the bathroom."

That was when the entire room suddenly came to a halt as they looked to see a pause icon floating in the air.

* * *

Outside, Allison rushed to the bathroom as quickly as her legs could carry her and slammed the door shut.

After she did so, Max stirred awake and looked around for his grandchildren and their friend.

"Ben? Jen? Gwen?" he asked. "Becky? Allison?"

He then looked downwards to see the game still paused and he groaned.

"How many times have I told you guys to shut this thing off when you're done playing with it?"

* * *

"I can't move!" Gwen said as she looked at the pause icon.

"Oh no!" Becky exclaimed. "What if Grandpa turns the game off when Allison's still in the bathroom?"

"He'll delete us along with the game!" Jen said.

"Granpda, no!"

"Don't shut us off!" the kids protested.

Max heard this and stumbled back a bit at his grandchildren's voices.

"Guys? Is that you!"

"Wait! Wait!" Allison said, rushing out of the bathroom and quickly replenished her snacks and looked to Max.

"Please tell me I'm on one of those hidden camera shows," Max said.

"It'll be better explained if you put this on," Allison said as she handed the headset to Max and he sat down opposite from her.

 _*Five minutes later*_

 _"And now we need to get to the Upgrade icon on Level 13 so we can get out of the game,"_ Water Lily finished.

"There must be some way I can help you guys," Max said. "Maybe if I push this...

 _"No!"_ the kids protested as Allison took her contorller again and put on the headset.

"Don't touch anything. Just leave it to the game pros," Allison said. "...And Ben."

 _"Hilarious,"_ Cannonbolt said.

* * *

"Let's get it on!" Becky said as Allison hit resume and the fight began again and everyone began fighting the warriors again with all of their best attacks with no stop in sight.

* * *

As Max saw Allison's intense gaze as she munched down on the tortilla chips in front of her, his eyes strayed to the instruction booklet by the console.

 _"Sumo Slammer Smackdown,"_ he read before he started reading the instructions.

* * *

Allison sliced through all of her warriors with her swords while Water Lily did the same with her water jets with no stop. Becky used her arrows to destroy her warriors and Gwen sliced through them with her throwing star.

Ishiyama flipped upwards and collided with the larger samurai's attack. Fortunately, he overpowered him and sent him through the floor before flipping back upwards and dusting his hands off.

Water Lily smirked before she saw Cannonbolt coming towards her as she gained a shocked look on her face.

"Oh sh-"

Cannonbolt struck her by accident, sending her tumbling into Ishiyama and they both were sent tumbling down the hole before they instantly regenerated back in the temple as Water Lily glared daggers at her brother as her and Ishiyama's life count was reduced to one.

"Oops, my bad," Cannonbolt said.

"Nice going Benji," Allison glared. "Now Jen's down to her last life and so is Ishiyama!"

"They'll be okay as long as they stay focused," Becky said as she sheathed her weapon.

"We still must answer the Kappa's riddle if we are to continue our quest," Ishiyama reminded them.

"Hmm," Gwen said. " _The key names your weapon, but only by sight. When uttered as 'vow', a gesture polite."_

"Names my weapon?" Becky said before she gasped. "That's it! My weapon is a bow, but when uttered as 'vow', it becomes 'bow.'"

Becky then bowed before the Kappa statue with a smile.

That was when everyone looked up to see the statue tilt forwards and water came out of its head, soaking Becky from head to toe as she groaned before an orange light consumed her and she majorly increased in size, her weight sagging down as she groaned in embarrassment.

Cannonbolt couldn't help himself and he started laughing uncontrollably at the sight before him as he walked up to Becky.

"Whoa! Looks like you've been hitting the old sumo feedbag!"

Water Lily smacked him upside the head, but only ended up hurting her hand and she rubbed it slightly in pain.

"Says the original fathead," Becky glared as she then leaped up and stomped the ground, causing the Kappa statue to slit down the middle and part to reveal...

"The dojo!" Allison said as the six heroes all ran forwards onto the dojo.

"Take us to Level 13," Gwen ordered, which caused the dojo to rise up into outer space.

"Oh sure," Cannonbolt groaned. "When I bust something, it's all silent stares. But when my cousin busts something, she's a hero!"

The Sumo power up wore off as Becky was reduced to her original size and the dojo rose up before settling into place in their destination...

"The Arena of Sumo Warriors!" Ishiyama announced.

They heard a rumbling behind them and looked to see one of the golden lion statues marking the corner come to life and walk towards them.

"And the site of your final defeat, Ishiyama!"

"Bring it on, Kenko!" Cannonbolt shouted as he curled up into a ball and dashed towards the evil shapeshifter... only for the Omnitrix to time out and send him crashing into the giant statue.

Ben groaned as he hit the floor and looked down at his Omnitrix with a glare.

"You know, for a watch, you have a lousy sense of timing," he said before he jumped away from Kenko as he brought his paw down on him.

Ben glared as he unsheathed his sword before the others converged around him.

"Ben, we'll handle Kenko," Gwen said.

"You need to find the Upgrade icon," Becky agreed.

"No way! I need to prove to Ishiyama that I'm a hero too.

"You will!" Allison said. "But first you have to start thinking like a hero instead of trying to impress a computer program."

"*sigh* Okay," Ben said as he ran off.

"I'll help you, bro!" Jen said as she followed her brother to search as the other four looked on as Allison prepared her swords. They then all shouted out as Ishiyama jumped up and Becky leaped onto his back and fired her arrows at him with a shout of effort before Kenko spun around and deflected all of the arrows before crashing into Ishiyama and she and Becky slammed into the opposite end of the arena.

Gwen and Allison looked up as Kenko stood up, revealing his true form: a large cyborg samurai in purple armor and a blue face. He glared at the heroes as Allison shouted out as she charged towards him and the camera cut away as she clashed her swords towards him.

The twins made it up towards the top level towards some crates and they started breaking them open with their sword and fans as they looked for the Upgrade icon.

"No, no, no, no..." Ben said.

Allison crashed into the wall behind her as Kenko transformed into a pterodactyl and started flying after the group as Becky fired her arrows at her before he swooped in to attack her.

Becky gasped and ducked under him but his talons swiped down and broke her bow in two. She glared after him and Gwen took out he throwing star and tossed it at him and sliced a few feathers off of his wing, causing him to crash down to the ground as the star came around again, but this time Kenko was ready.

He transformed into his dragon form and fired a massive plume of blue flames from his mouth and burnt the star to a crisp.

"This is not good," Becky said as Kenko loomed over them.

Ishiyama and Allison came in and slammed against the dragon, but he retaliated and sent them slamming against the ground before the four heroes were wrapped up in his tail and they shouted out in pain.

"I expected more with the great Ishiyama," Kenko scoffed.

"It is not over so long as one of us still stands," Ishiyama said.

"No, no, no," Ben said as he continued destroying the boxes. He then saw the icon out of the corner of his eye and smiled. "Yes!"

As he was about to activate the icon, Kenko saw him and smoke poured out of his nostrils.

He blasted Ben before Jen tackled him out of danger as Kenko glared and looked down on them in his samurai form.

"Your power is now mine, boy!" Kenko shouted as Ben looked at his sword and immediately tossed it at Kenko, catching him by surprise and it suck his ponytail into the wall.

"Ben, now!" Jen shouted.

Ben immediately obliged and slammed his Omnitrix down on the icon and it immediately showed up on hi s Omnitrix.

Kenko got himself out of the wall and was about to bring the sword down on the twins when Ishiyama swooped in and slammed him against the wall.

He walked out and smiled at the kids before a shocked look came on his face and he looked down to see a sword coming straight through his gut. He then instantly vanished in a white light, his last life lost.

"Ishiyama!" Becky shouted.

"No!" Allison said.

"Your great samurai hero isn't here to protect you anymore," Kenko said, bringing the sword up and prepared to bring it down on the heroes before a green light shined out and they looked to see Upgrade by them.

 _"I can take care of myself, and you, all alone,"_ Upgrade said. _"Now we play by my rules, Kenko!"_

"Go for it, bro!" Jen said with a smile as Upgrade leaped towards Kenko and the two engaged in a morphing fight and fired blasts of fire and green energy towards them before Upgrade seemingly finished him off with mace hands.

 _"Come out, come out wherever you are!"_ Upgrade said as the smoke cleared and they crossed their arms.

"Quit fooling around and get us out of here before you time out again!" Becky shouted.

 _"I'm right here, doofus!"_ Upgrade told the girls before a familiar face looked by them.

"You wouldn't leave without saying goodbye, would you?"

"Ishiyama?" Allison asked.

"But I thought you were-" Gwen began.

"It would take more than Kenko to finish off my last life. I just wanted to say that I was wrong, young one," he touched Upgrade's shoulder. "I only wish I could visit your world and fight alongside such a normal hero."

 _"Whoa, really?"_ Upgrade asked before a green light appeared and a new sumo with green hair appeared behind Ishiyama.

"Sorry, 'Ishi,'" he said. "Your travel plans just got cancelled."

"Grandpa?" Jen asked in shock as Max slammed into Ishiyama, sending him back down into the arena.

"I guess he must have plugged himself in while I was distracted," Allison said.

 _"Grandpa, what are you doing?"_ Upgrade asked. _"He's a good guy!"_

"Oh no, he isn't!" Max said.

He then leaped up to the the announcer's chamber and removed the a tile from the roof, revealing an Ikeni Trunk. He then opened it and revealed a token with a picture of a salt shaker on it. He then poured the salt onto Ishiyama, dispelling his disguise and revealing Kenko, who then turned and glared.

"Kenko!" Jen shouted.

 _"You were trying to trick me into taking you to the real world!"_ Upgrade realized.

"Let's get out of here before he succeeds!" Becky said.

 _"A true Sumo Slammer never retreats. I'm going to defeat him honorably."_

He then leaped outwards towards Kenko, who turned into a shadow and grabbed Jen as she struggled in his grasp.

"Fortunately, I am not bound by such honor," Kenko said.

The dojo sunk down into the space below and Jen gasped out.

"Ben! Help me!"

Upgrade leaped down after Kenko and hit the dojo and glared at the evil samurai.

"Destroy me and your sister suffers the same fate!"

 _"I don't think so!"_ Upgrade said. _"This game's over!"_

He then shot himself outwards and right into Kenko's fist and immediately merged with his armor as Jen wormed her way out of his grasp as his armor blew apart and left Kenko standing there in his true form: a midget.

Kenko glared and started punching Upgrade in the leg and then kicked him only for his boot to come flying up off his foot and nailed him in the head, knocking him out.

 _"Go ahead and say it,"_ Upgrade said to his sister.

"You're the better Sumo Slammer Samurai, bro," Jen said with a smile.

Upgrade then lifted his hand up and created a 1UP power up. _"Actually, sis. I want to hear it from him."_

He tossed the power up away as the dojo entered the arena again and Ishiayama regenerated again as they smiled.

 _"So, now who do you think is the best Sumo Warrior?"_ Upgrade asked.

"Him," Ishiyama said, pointing to Max, which prompted everyone to look at him.

"Grandpa/Max!" they all shouted.

"Only a true Sumo Slammer would know to use the cleansing power of Sumo Salt to reveal Kenko's deception."

"It was easy," Max said, shrugging off the compliment. "I just read the instructions."

"Read the instructions," everyone sighed as Upgarde's Omnitrix started timing down again.

"Uh-oh! No time for goodbyes!" Becky shouted as Upgrade grabbed her, Gwen and Jen and teleported them out of the game.

* * *

Outside, Allison and Max looked as Upgrade shot out of the console's screen and appeared on the ground in front of them as Upgrade timed out.

"Could you cut it a little closer next time?" Gwen asked.

Ben and Jen scrolled through their Omnitrixes to see that they had all of their hero icons back.

"Hopefully, won't be a next time," Ben said with a sigh.

"Thank goodness," Allison said as she got up and started stretching out her joints. "I was getting tired just sitting there."

Max looked out the window and saw the sun shining through the clouds.

"Well, looks like it finally stopped raining. How about you kids get some fresh air?"

"I could use a little real world right about now," Becky smiled.

"Me too, I'm a little tired of video games," Jen said as they all ran outside.

"I thought they'd never leave," Max said as he went back to the game and gained a look of focus on his face.

* * *

 **Next time on Ben and Jen 10:**

 **Super Alien Hero Buddies**


	32. Super Alien Hero Buddies

_A group of kids were playing and having fun at a playground when they suddenly gasped and looked to their sides to see a crook with red hair and a black mask with a black and white striped suit with a bowling ball symbol on his chest came by and summoned two bowling balls to his hands. A purple-skinned wizard wearing a purple robe and hat with orange gumdrop symbols on them followed and waved his wand at the kids. Finally, a blue and white-furred cat with a blue KL on its chest appeared and carried a garbage can._

 _The villains then went to work by tossing bowling bars at the slide, wrecking it, using magic to tie the swings together and dumping garbage everywhere in the playground._

"Who will protect us from the nefarious deeds of the League of Evil Doom Fiends?!" _the narrator asked._

 _The crooks laughed to each other before they saw a light from behind them and gasped as they saw three familiar figures behind them. The first jumped out, looking exactly like Four Arms._

"Handy Buddy!"

 _The black and white criminal tossed a bunch of bowling balls at Handy Buddy, but he easily caught them in each of his arms._

 _"Ugh! You'll not be tossing me out of the game anytime soon, Bowling Ball Bandit!" Handy Buddy shouted in a Scottish accent._

 _The second figure, who looked exactly like Battlefly, then smirked and flew into the battle as well and crossed her arms._

"Fairy Buddy!"

 _The wizard shot his wand out at her and stuck her feet to the ground before she looked at the mess on her dress and glared._

 _"Hey, watch where you're aiming, Gumdrop Wizard! This is a new dress!" she shouted in a posh accent before she summoned a whirlwind in her hands and blew the gummy mess away and flew towards her enemy, glaring all the while and punched him away with a strong hit to the jaw._

 _The third and final figure, who looked exactly like Wildmutt growled playfully at his friends battling the crooks._

"Doggy Buddy!"

 _The cat then mewled outwards and ran towards Doggy Buddy._

 _"Look out, laddie!" Handy Buddy warned. "It's the Kitty Litterer!"_

 _Doggy Buddy then turned around and scratched and pawed at the ground, sweeping it up and knocking Kitty Litterer into the garbage bin along with his friends, who sat there, defeated and dazed._

"The forces of good and fairness united to form... The Super Alien Hero Buddies!"

* * *

The twins looked at the TV in the Rust Bucket, absolutely horrified at the cartoon in front of them as Gwen and Becky stood there in shock while it looked like Allison was working on something in her bed.

"Ben? Jen?" Gwen asked. "Is it just me or are those super lame versions of your alien heroes?"

Becky then turned the TV off as Jen's eye twitched in anger and Ben balled his hands into fists and looked towards the girls with hatred in his eyes along with the girls.

"Someone is going to pay for this," Ben glared.

"Big time!" Jen agreed.

* * *

Outside of Universal Studios Hollywood, Jen growled and shouted in anger as she ripped off a poster of Super Alien Hero Buddy Adventures and started tearing it to shreds in anger.

Allison stepped forward and intervened, wrapping her arms around her friend and pulling her back towards her brother and cousins as she continued tearing up the poster like a wild animal.

"Easy, Jenny!" Allison said. "You know that you're better than this!"

"I know!" Jen said as Allison set her beside her equally angered brother as she glared at the poster and balled it up. "But this time, it's personal! It's not just a horrible cartoon. It's a direct insult to me and Ben personally!"

"Right?!" Ben asked. "It's not enough that they ripped us off. Why did they have to make us look like such losers?!"

"Guys, I understand your pain," Gwen said as she slung her backpack over her shoulder along with the rest of the group. "If Lucky Girl got ripped off, I would be as mad as you guys are now. But right now, there's nothing that you can do about it. I'm sorry."

"I know, Gwen," Jen said. "Maybe there's nothing we can do about the show, but the creator is signing autographs today."

"You're right!" Ben said. "Maybe we can give him a piece of our mind about ripping us off."

"Go for it, you two," Becky smiled.

That was when Max walked over with a rag in his hand and the camera panned out to show the Rust Bucket's engine was smoking... again.

"Just as I thought," he said. "It's the distributor. I saw a garage a few blocks back. Let me see if I can get another one."

"But what about Universal Studios?" Gwen asked.

"Ah, you're right," Max smiled. "The twins have been bugging me all summer to take them to see Kangaroo Commando. You five start without me. We'll meet here again at 4:00."

"Thanks, Grandpa," Jen said as she and Ben started beaming along with their cousins while Allison only rolled her eyes and followed them into the park.

As they entered, they looked upon a giant standee advertising that Abel North was going to be signing autographs today as Kangaroo Commando showing the hero in full costume.

"I still don't get what's so cool about some old guy jumping around in his underwear," Gwen said to the twins as Jen nudged her.

"Tell that to all your favorite superheroes in the comics like Spider-Man and Batman, Gwen."

Ben then did some impromptu fighting moves to the camera as they all looked to him weirdly.

"I wouldn't expect you three to care about Kangaroo Commando, but Jen and I have been watching the show since we were five years old. He's the one that inspired us to be superheroes."

"Well, him and Captain Nemesis," Jen said as she pulled out an action figure of said superhero and smiled at it before putting it away again.

Ben wasn't looking where he was going, however, and managed to slam right into a guy in a Four Arms - or should I say Handy Buddy- suit.

"I'm Handy Buddy!" he said in an obviously fake Scottish accent. "Watch me now-"

He then fell onto his butt since he couldn't dance and groaned outwards as the twins looked on him in disgust.

"Hey, Four Arms doesn't dance around and fall on his butt like a goof," Ben said.

"Who's Four Arms? I'm Handy Buddy, me boy! Shake!"

He then stuck out his hand to them only for Jen to angrily slap it away and walk away with her brother in anger.

"This is getting ridiculous!" Jen shouted as she then turned around and saw a bunch of people dressed up in cosplay outfits that looked exactly like their aliens and Omni Suits, rather poorly.

There were Battleflies, Four Arms, XLR8, Frostblight, even Grey Matter suits galore all around the park. There were also posters of the alien heroes all around surrounding the other movies and TV advertisements in the shops and they gasped.

The twins looked to each other in awe and Ben whimpered.

"Jen?"

"Yeah?"

"Am I hallucinating or are we surrounded by around a thousand cosplays of our aliens?"

"Nope, you're good," Ben said as he bumped into a Cannonbolt cosplayer with a shout.

"Sorry, little dude," the Cannonbolt replica said.

"What's going on here?" Jen asked. "What's with all of the Omni Twin merchandise?"

"You've obviously been living under a rock for the past few months," the cosplayer said. "The Omni Twins are all the rage nowadays. Everybody's talking about them all around the country. All around the world."

"Oh, really?" Jen asked. "Who's Omni-Pink's Number One alien according to the fans?"

"No question, Stinkbomb."

Jen's eyes widened once she looked around and saw several cosplayers dressed up as the skunk alien and her cheeks immediately flushed with red as bright as a beet.

"Oh my God," she said as she saw the size of their rears, which were slightly larger than Stinkbomb's was normally. She felt an amazing amount of heat flush to her face and she slightly fainted into her brother's arms as he caught her.

"You okay?" he asked her as she recovered and she shook her head.

"I said I wanted to be famous when I was older... THIS ISN'T What I MEANT!"

"Wait until you see the fanart," the cosplayer said as he walked away from them and Jen fanned herself with her hand as the others walked over to her.

"You've got to be kidding me," Allison said as she looked around. "What happened to all of the other superheroes in the world?"

"Yeah, where are all the Lucky Girls?" Gwen asked as Becky looked upwards and the kids looked to see a poster of Handy Buddy, Fairy Buddy and Doggy Buddy surrounding a man with red hair and a goatee.

 _"Meet Tim Dean: creator of Super Alien Hero Buddy Adventures,"_ Allison read.

"You want to get an autograph?" Becky teased.

"Have a Super Alien Hero Buddy day!" Handy Buddy said as he walked by along with guys in suits of Doggy Buddy and Fairy Buddy as Jen glared.

"That does it!" she said, looking at the Fairy Buddy suit. "Battlefly's butt is not that big! Come on, bro!"

They marched on over to Tim, who was signing autographs with a bored expression on his face.

"Thanks for watching," he told the kid who ran off wit h his photo of Handy Buddy.

Ben and Jen then marched forward and Jen ripped apart a picture of Fairy Buddy with a visibly angry expression.

"Hey! That's a Tim Dean original!"

"What do you mean original?!" Ben asked.

"You totally stole your her-noes from u- The Omni Twins!" Jen shouted, pointing a finger accusingly at Tim.

"Prove it," Tim said. "Take them away, Fairy Buddy!"

Fairy Buddy and Handy Buddy then grabbed the twins and carried them away, leaving them shouting out in anger at them.

"Her name's Battlefly!" Jen shouted. "And she is not that much of a neat freak!"

"And why is Four Arms Scottish?! That doesn't even make any sense!" Ben shouted as he and his sister were thrown out and Gwen, Becky and Allison looked down at them with a smirk.

"Something tells me that guy isn't too open for constructive criticism," Gwen said.

"Then maybe it's time for a little _destructive_ criticism!" Ben said. "Going hero!"

Ben and Jen then leaped behind a Fairy Buddy picture and slammed down the Omnitrix cores.

The watch sunk down into Ben's arm and from where it sinked, brown-orange rocks erupted from his skin and worked their way down his body until they reached his eye. Then, cracks appeared in the outline of his now rocky skin and the watch symbol appeared on his chest. His head erupted into flames with a face outline and he struck a pose, ending the transformation.

Jen's skin turned a deep fuchsia pink and it shifted up to her eyes as she clutched them closed and she opened them to reveal they had turned a fully deep pink and a more compound shape as she smiled to the camera. Two antennae grew from her forehead and her hair turned a deep pink. Her clothes turned into a pink skintight one-piece leotard with the Omnitrix symbol on the belt. Two slits opened in the back of her outfit and two large pink, purple and red patterned wings burst forth. She flapped them rapidly and posed for the camera.

Heatblast and Battlefly then walked from behind the standee and were about to wreak havoc when they heard a sudden explosion.

"Guys," Allison said sternly.

"What?" Heatblast asked.

"That wasn't us," Battlefly said.

"Look!" Becky said, pointing behind her to show a burning building and sets and Kangaroo Commando was dangling from a pipe hanging from the roof.

"It's Kangaroo Commando!" Heatblast realized. "He needs help!"

He then fired two heat beams directly below him to propel himself up onto the wall and Battlefly followed him with her wings as she then flew upwards to Kangaroo Commando and took him by the collar, flying him to the wall with a smile.

Heatblast smirked and then stuck his hands out and absorbed the fire from the building with a shout.

"Who are you?" Kangaroo Commando asked.

"Um, just your biggest fans in the world," Battlefly smiled.

"Is that why you're trying to ruin my stunt show?"

He then gestured behind him to show a set of bleachers with a few people sitting there and a sign that said _Kangaroo Commando Stunt Spectacular._

Battlefly then twitched a little before she nervously chuckled.

"Heh, oopsie. Sorry."

"Maybe I can fix this," Heatblast said.

He then turned around and blasted a fireball outwards towards the building again, only for it to reflect off the water tower and back towards the crowd.

"Oh my God!" Allison shouted as Gwen focused and activated her Luck Charm tattoo and tackled the family of four who was in the audience away from the blast with a grunt of effort as the fireball destroyed that section of the bleachers as Allison jumped off and Becky front-flipped away, landing in a perfect three-point stance.

The crowd, including the cosplayers in the crowd, went absolutely bonkers with cheers and applause at seeing both the real Omni Twins and Kangaroo Commando battling each other in the same show. It was like a dream come true.

Kangaroo Commando then activated kangaroo-like extensions on his boots and kicked Battlefly and Heatblast away from the group, sending them crashing into the flaming bleachers.

"Hey! It was just an accident!" Battlefly shouted as Kangaroo Commando leaped towards them.

"Great show, huh?" Becky asked the family as she and her sister chuckled nervously. "So... realistic."

"Hey! I think we'll be able to see it better from over there," Gwen said as she, her sister and Allison led the family away.

Kangaroo Commando then took out some sort of fire extinguisher and sprayed the fire away with it, soaking Heatblast and Battlefly as well as they groaned outwards.

"Who put you two up to this? Tim Dean?" he asked.

He then adjusted his gun and wrapped a rope around their legs and pulled them towards him as they protested against it.

"Let us go! We're superheroes too, you know!"

"It's not enough for him to knock my show off the air with that stupid cartoon of his? Now he has to ruin my live shows too?!"

"Hey, we're just as mad about that as you are!" Heatblast shouted as he reignited his flames and shot a fireball out that knocked his grapple gun away.

"Alright," he said as the twins stood up with a glare. "Now we're giving the public what they want."

"Oh, I get it," Battlefly said as she started flying up and winked to her brother. "This is Hollywood."

"Oh, you're right," Heatblast said as they both started flying towards Kangaroo Commando with a shout and punched towards him.

Not far off, Tim was still signing autographs to his fans.

"Thanks for watching."

He then saw a red light and looked upwards to see a bunch of fireballs and whirlwinds going off in the skies above the stunt show.

A huge crowd had gathered to see Heatblast and Battlefly fired their best wind and fire attacks at Kangaroo Commando and he avoided them all using his grapple gun.

He then smiled and landed on the water tower with a smirk and gave the twins a 'bring-it-on' gesture.

"Gladly," Battlefly smirked as Heatblast propelled himself forwards and leaped towards him while Battlefly prepared a flying punch to his jaw.

But Kangaroo Commando was prepared and leaped over them as Heatblast gasped and collided with his sister and they fell into the waters below while Kangaroo Commando jumped down and played it up for the applauding crowd.

"All in a day's work for this superhero!"

Gwen, Becky and Allison were standing by the exit when a red and purple light flashed outwards and the twins walked by with not a drop of water on them with a smile.

"What's up, guys?" Ben asked.

"Are you two okay?" Gwen asked.

"Yeah," Jen said with stars in her eyes and hands clasped to her chest. "We're going to be Kangaroo Commando's partner!"

"More like his punching bag," Allison whispered to Becky and Gwen before they looked back at the marsupial superhero.

* * *

Later, Kangaroo Commando was signing autographs on pictures of himself and his actor persona, Abel North, as well as taking pictures with the fans.

"Kangaroo Commando isn't so much a role as a way of life. I do my own stunts as well as build my own gadgets and special effects."

Ben and Jen smiled at their favorite TV star while Gwen, Becky and Allison groaned, unimpressed, and looked at the park's brochure.

"I can't believe we're missing the _Stars with Scars_ horror movie makeup demonstration for this!" Allison shouted.

"North!" said a familiar voice as the kids looked to see Tim Dean approaching with Fairy Buddy and Handy Buddy flanking his sides as he approached Kangaroo Commando. "Stealing Fairy Buddy to try and steal your pathetic stunt show?"

"Me?!" Abel asked. "Clearly you sent her and that fire alien to try to intimidate me!"

"Listen, old man. _Super Alien Hero Buddy Adventures_ will bury you! And I'll be there kicking in the last mound of dirt."

"We'll see who buries who!"

Ben and Jen then looked to each other nervously before Jen approached Abel while wringing her hands.

"Mr. North," she said. "I have a confession to make to you about Battlefly."

"Save it, kid," Abel said, walking away.

"That went well," Becky said, crossing her arms.

"He's just a busy guy," Ben said. "Come on. If we want to go on Kangaroo Commando: The Ride, we should hurry up. The line's probably a mile long."

They then looked up to the ride to see... an absolutely desolate line leading up to the cars.

Ben and Jen got in the first car in the front, Gwen and Becky in the second and Allison in the third.

"Guess no one wants to hop along and ride with your hero, guys," Allison smirked.

"Well they don't know what they're missing," Jen smirked.

"All clear," the operator said as he pressed a button and the cars moved forwards on the track, leading up a hill.

Ben and Jen looked outwards to see the whole park as well as a large Handy Buddy inflatable being shown over the park. They then looked behind them to see the others looking nervous as Becky looked to Allison.

"You okay?" she asked.

"Now that you mention it, I've never actually been on a roller coaster."

"If you can handle going up against sinister aliens like Vilgax, you can handle this," Ben smiled.

"I guess so," Allison said as the car started its descent as Ben and Jen put their hands in the air, embracing the experience while Gwen, Becky and Allison looked nervous. Allison especially was looking a little green in the face at this.

The car then entered a cave area with a Kangaroo Commando sign waving at them as well as fake volcanic craters and laser lights going around the area as Jen and Ben laughed at the sight.

"There's no way he could come up with a cool ride like this!" Ben shouted. "Whoo-hoo!"

"These special effects rock!" Jen cheered.

Gwen gasped as they felt a shake through the cave and saw some boulders fall onto the track, destroying it.

"Um, I don't think these are special effects, cuz!" Becky shouted as they advanced towards the now broken tracks.

"Um, now would be a really go time to go hero, guys!" Gwen shouted.

"We're trying!" Ben shouted as he and Jen fiddled with their Omnitrixes.

"Hold on!" Allison shouted as she closed her eyes and braced herself... only for the car to suddenly stop after the front went off the tracks.

The kids looked behind them to see a cable had attached to the back of the car and looked further back to see the twins' hero smiling back at them.

"Kangaroo Commando!" Jen cheered.

"Yes!" Ben said as he and his sister high-fived.

He then tied his cable around a pillar in the cave area and activated his jumping boots and leaped down towards the kids as they smiled down at him.

"Let's see what we can't do about those safety bars."

He then pulled a blowtorch gadget out from his utility belt, activated it, and used it to burn through the three safety bars, releasing them and letting the kids go.

They then heard a scream by their sides as they saw a woman on another track dangling from her purse.

"Don't worry! Kangaroo Commando is here to save the day!"

He then sheathed his blowtorch and unhooked his grapple gun and fired it towards the woman as the Omnitrixes chimed out.

"Yes!" Ben said as he and his sister smiled and pressed the buttons to activate their Omni Suits. "With a little help from some friends."

* * *

Kangaroo Commando safely got the woman out of the ride as they looked above to see part of the track that was above them loosen and fall down towards the crowd. Everyone braced themselves... until they looked up to see the track was enveloped in a purple aura and it was tossed aside by the others.

"Need an extra hand?" said a voice as he looked to see Four Arms and Omni-Pink standing by them.

"How about six?" Four Arms asked.

"Hmm," Kangaroo Commando said as he looked to see them. "You must be one of those new animatronics."

"Actually, we're the Omni Twins!" Omni-Pink said. "That's what we've been trying to tell you!"

They then looked up once again to see the roller coaster stop again and the tracks fall off while the kids inside the car were screaming for help.

"Well stand back. These kids need my help!"

He then leaped towards them with his boots while Jen groaned and activated her Omnitrix.

"What happened to the "Heroes stick together" code?"

She then slammed the core down in a pink light.

Kangaroo Commando reached the cars and saved one of the kids while Four Arms and Diamondhead came in and lifted the safety bars up with their strength before taking a kid each.

"Thanks, Omni-Green," the kid said.

"Don't thank me yet," Four Arms said as he ran away.

Diamondhead then created a crystal slide downwards and took her kid and slid down the slide while Four Arms ran along the pipes as the tracks fell away

Four Arms then leaped away and landed on the Handy Buddy inflatable, sending it crashing to the ground and deflating under his weight as the crowd cheered for him, his sister and Kangaroo Commando.

"Go Omni-Twins!" the crowd cheered out and then smiled.

"You know, we could be partners," Diamondhead suggested.

"Did that once with Marsupial Man. Until I found he was hiding all of _my_ gadgets in _his_ pouch. I go solo."

He walked away as Gwen, Becky and Allison walked up.

"Why is he so upset?" Four Arms asked. "It's not like this is another stunt show."

"I don't know," Gwen said.

"Doesn't this whole accident and rescue seem a little, I don't know, convenient?" Allison asked.

"This was no accident," Kangaroo Commando pitched in, hearing them. "Someone rigged this ride with explosives."

He then pulled something out of the rubble and placed it in a plastic bag and showed it to the crowd.

"Someone who wore this ink-stained glove. The kind used by... animators."

"Tim Dean," Kangaroo Commando, Four Arms and Diamondhead chorused.

"Oh, come on," Becky said. "He just happens to find a glove?"

"Yeah," Diamondhead said. "Because he's a crime fighting genius."

"And we _will_ be his partners!" Four Arms said as he prepared to jump away... only for the Omnitrixes to time out mid-jump. Luckily, his enhanced reflexes thanks to his Omni-Suit allowed him to flip forwards onto his feet to prevent him from hurting himself.

"Yeah, and how proud he must be," Gwen said as she shook her head along with her sister and friend.

* * *

Later, Abel, now out of the superhero costume and in regular clothes, stood with the park security to confront Tim with the evidence he found.

"Why would I blow up your stupid ride?" Tim asked.

"So Universal Studios would tear it down and build _your_ stupid ride!"

Abel then gestured to the curtains behind him and parted them away to reveal some of Tim's drawings above some cases of dangerous explosives.

"Those aren't mine!" Tim shouted. "I mean, the sketches are, but not the explosives!"

"Gentlemen, I believe we've caught the culprit red-handed," Abel said to the guards as they seized Tim's arms and led him away as the team walked up to him.

Ben and Jen watched pleased as he walked away.

That was when Gwen's eyes strayed to the glove in Abel's hand and she immediately grabbed it and held it up to the guards.

"Wait!" she shouted. "That glove can't possibly belong to Tim Dean!"

"Huh?!" Jen asked as everyone turned to her as she held up the glove.

"It's a right-handed glove. Dean did all those sketches left-handed."

"Hey, whose side are you on!?" Ben asked as Becky and Allison sighed.

"She does have a point, Ben," Allison said. "I do remember that he was signing the autographs with his left hand."

"That doesn't prove anything!" Abel accused.

"Oh, please! Even the weak villains on your old show could've done a better frame job."

"You wanna talk about lame-o villains, dude?" Ben asked as he and his sister walked up. "Bowling Ball Bandit? Kitty Litterer?"

"That stupid furball doesn't even meow right!" Jen agreed.

"That does it!" Tim shouted as he and Abel started getting into a massive fight and the guards tried to break it up as the team looked on in embarrassment.

"Nice going, Gwen," Jen said. "We could've put that slime ball animator away for good if you hadn't opened your mouth."

"Didn't North say that he handles all his own special effects?" Becky remembered. "Including explosives?"

"...Yeah," Ben said. "But even so, why would Kangaroo Commando blow up his own ride?"

"He's not Kangaroo Commando!" Gwen said. "He's an actor who'd do anything to save his show. We have to keep an eye on him."

"*sigh* Okay," Jen caved. "You're right. We probably do need to do some investigating."

* * *

Later, as Abel walked away from the set, Allison and Gwen were flying on the twins as Stinkfly and Firefly, who groaned in annoyance.

"This is a major waste of time," Stinkfly said. "We should be trailing the animator guy."

"We'll get to him later, I promise," Allison said.

"I hope so," Firefly said, gesturing to the screens behind them. "If that's not a crime, I don't know what is."

 _"Hey, folks,"_ the park's announcer said over the intercom. _"Don't forget. Today, we'll be premiering a brand new episode of_ Super Alien Hero Buddy Adventures _Right here on the big screens at Universal Studios Hollywood!_ "

"I've got a premiere for you," Stinkfly glared as he hocked up and spat out his slime at the screens before he and his sister flew off.

"Real mature, Stinkbreath," Gwen said.

Allison looked ahead. "North's heading for his dressing room. Take us down."

"We'll land when we're good and ready!" Firefly said before she looked to see her Omnitrix symbol started beeping before she groaned. "Me and my big mouth."

The Omnitrixes timed out and Jen created an energy platform beneath her and Allison's feet while Gwen used her Levitation tattoo and grabbed Ben and they landed safely on the ground back at the _Kangaroo Commando Stunt Spectacular_ set.

"Hey, you kids get off the set!" a passing security guard shouted to them.

"Run!" Allison shouted as she and the others ducked into and through the set and then burst out of the back door.

They then ducked behind some hedges as the security guard passed them.

"Okay, that was close," Jen said as they crawled their way over to the dressing room and looked through the window and saw Abel pacing around.

"This has gone too far," he said. "This has to stop before someone gets hurt."

"Who's he talking too?" Ben asked.

"Himself?" Gwen suggested.

"You don't tell me what to do!"

Suddenly, Ben and Jen felt their collars being yanked by the security guard.

Gwen and Allison groaned and face-palmed, shaking their heads.

The security guard threw them off the set and by the entrance to the bleachers, where Becky was waiting for them.

"If I catch you four sneaking around again, you're out of the park!"

"This why someone always stays behind," Becky said. "What did you guys find out?"

"That something is majorly wrong with North," Allison said. "He was having a argument with himself."

"Maybe there's an explanation for this," Jen said. "He was... practicing lines from his show or something?"

"Face it, you two," Gwen said as they walked away. "Your hero's the villain."

* * *

Later, as the team was walking, an announcement was sounded over the loudspeaker.

 _"Ladies and gentlemen, Universal Studios Hollywood is proud to present a world premiere episode of-"_

The announcement was cut off when the screens suddenly went snowy and cut to Abel tied up and dangling upside-down over a flaming vat of chemicals.

"Seriously?" Gwen asked. "Dangling over a flaming vat of deadly chemicals? How original."

"I don't know, Gwen," Jen said. "This looks pretty real to me."

Just as she and her brother turned to find a safe place to transform, they heard a cry for help.

"Help!" shouted Tim as he pushed his way through the crowd. "Someone help me!"

"What the?" Allison asked.

Suddenly... Kangaroo Commando swooped in from above, grabbed Tim and swung away as the kids looked on in awe.

"Kangaroo Commando?" Gwen asked.

"But how can he be in two places at once?" Becky asked.

"I'm... so confused." Ben said.

"Either way, North and Dean are obviously in real trouble," Jen said. "What are we going to do?"

Allison smirked as they hid in an alleyway to see a restroom nearby and smiled.

"The park wants superheroes?" she asked the team. "Well let's give them superheroes. That thing I've been working on in the Rust Bucket?"

"Yeah?" she asked.

"It was this," she said as she opened her backpack to reveal black clothing and gloves and a black mask underneath.

" _That's_ why you bought those extra fabrics at the store," Jen realized.

"Let's hero up," Ben said turning to Gwen and Becky. "You guys brought your suits like we talked about?"

"Sure did," Becky said.

"Let's do this," Jen smiled.

* * *

2 minutes of a suiting up montage later, the bathroom door opened and Gwen, now wearing her Lucky Girl suit, kicked the door open and smiled.

"Lucky Girl is back," she said as she crossed her arms.

She was followed by Becky as she was now wearing her homemade pelt clothing and footwraps from the Null Void as well as a grey mask over her eyes as she smiled at the group.

"Kangaroo Commando is going to be the prey for this Huntress," she said.

"Huntress," Jen smiled. "I like it."

And finally, the door opened again to show Allison, now wearing a black bodysuit with the grey initials MG on the torso as well as black fingerless gloves, loose black leather pants, black combat boots, a belt with a pouch at the side and a black mask over her eyes.

"Whoa," Jen smiled, impressed. "Allison."

"Who's Allison?" she asked with a smile. "I'm Matter Girl."

"Now we're ready for action," Jen said as she and Ben activated their Omni-Suits before slamming down the cores again, initiating their transformations.

The Omnitrix sank into Ben's wrist and vine-like tendrils spread up his arm and encased him in a green cocoon-like shell. Two clawed arms sprouted from the sides of it, a blue spore-like sphere opened on his shoulders and he grew six black seed-like spores from his back. The bottom of the shell grew vine-like legs and the top opened up to reveal a green head with a single blue eye and razor-sharp teeth. He then posed to the camera as the transformation ended.

Jen's Omnitrix sank into her wrist and she grew pink fur with white patches from the wrist down as it snaked up to her body as her hands grew sharp claws and her muscle mass increased as she spun around. She grew a long pink bushy tail with a white streak through the middle as her feet shifted to paws as the fur made its way up to her face as she clutched her eyes open again, revealing them to be pink with black sclera. Her clothes morphed into a pink one-piece leotard with the Omnitrix symbol beneath her breastbones. She whipped her tail to the screen and she struck a pose.

"Wildvine and Stinkbomb?" Lucky Girl asked. "Nice choices."

"Let's get it on," Stinkbomb said.

Wildvine swung his way across the studio while the others followed him on foot/paw and they came across a warehouse.

Lucky Girl took out her spellbook and flipped across to the page she desired. _"Fallum Quarca Daminigan!"_

As she said that, the wooden doors immediately crumbled in on themselves and Matter Girl walked in, absorbed the material from the street and blew the doors open with a single punch.

Everybody gasped as they saw that the warehouse was in chaos and fire and explosions were raining everywhere.

"This is not good," Stinkbomb said as Wildvine swung up to the rafters.

Meanwhile, in the control booth, who appeared to be Abel pressed a button and a giant Godzilla head appeared and Wildvine looked unimpressed.

"That is so fake," he said.

The giant dinosaur head then opened its maw and a burst of fire came forth as Wildvine avoided it.

"But that's not!"

The head turned around, firing out blasts of fire all around as the heroes split up and dodged it as Matter Girl turned to Stinkbomb and glared.

"Think you can get me to it?"

"I think so," Stinkbomb said as she grabbed her friend and placed her on her back as she ran forwards on all fours and avoided the fire blasts.

Meanwhile, Huntress, Wildvine and Lucky Girl were doing their best to keep it occupied by either swinging around, shooting arrows at it or firing spell blasts at it as Stinkbomb ran ahead behind it.

As the action was going on, a camera was on them filming the whole thing and showing it to the audience outside.

"Woo-hoo! That was awesome!" a kid cheered.

"Go Lucky Girl!" a girl shouted out.

"The Omni Twins rule!" a boy wearing a shirt with the Omnitrix symbol on it.

"Please, let's see what these two new heroes are all about," a boy said to his sister as they watched.

"Okay, now!" Matter Girl cried as she leaped off of Stinkbomb and got onto the head and absorbed its material, transformed her hands into hammers and bashed the crap out of the head with no regard, which caused it to malfunction and go into the ground and she jumped off.

Wildvine hopped up onto one of the crane lifts and looked to see Abel hanging over the flaming chemicals.

"Mr. North, hang on!" he shouted.

Suddenly, the crane began moving with Wildvine hanging from it as Tim, who was tied in a similar fashion to Abel was carried by the crane over a second vat of chemicals.

"Please don't hurt me! I just do drawings! I'm not even that good!"

Stinkbomb and Wildvine looked confused as Wildvine swung to a balcony as Stinkbomb climbed up to it as they looked out.

"Wait. Did you kidnap Mr. North?" Stinkbomb asked.

"Of course not, you overgrown skunk! He kidnapped me!"

After he said that, Tim looked parallel from him to see Abel in the same situation as him and instantly looked confused.

"Didn't he?"

 _"Pity you won't be able to figure it out and save them both!"_ a voice said.

The man in the control room then pulled down the two levers and began to lower the two celebrities down into the chemicals.

"Crap!" Matter Girl shouted as Lucky Girl grabbed the two and activated her Levitation Charm and they levitated onto the balcony aside as they looked to the twins.

"Guys, you grab Dean. We'll get North," Lucky Girl said.

"Right!" Wildvine shouted as he lifted up the chains that were holding Dean.

Lucky Girl activated her Telekinesis charm and tossed a nearby crowbar to the crane, jamming it.

Huntress then shouted out as she leapt onto the chain and swung over to the crane and unhooked North before she tackled him safely onto the balcony.

"All clear," Huntress said, giving the others the thumbs up.

"Who are you?" Abel asked her as she smiled.

"Call me Huntress," she said as Lucky Girl and Matter Girl ran over to her. "This is Lucky Girl and Matter Girl. We're the new superheroes in town."

Wildvine safely unhooked Tim and Stinkbomb tackled him away safely onto the balcony.

The man in the control booth then pressed a button and the bridge beneath them started to fold away.

Wildvine then stretched over and saved Tim as Stinkbomb fell into the vat of chemicals.

"Stinkbomb!" Lucky Girl shouted as she looked into the boiling chemicals.

"No!" Wildvine looked out as the surface of the chemicals suddenly broke and Stinkbomb came out of the chemicals and spat out massively and started rubbing her tongue as Wildvine stretched out his arm, grabbed her and yanked her towards him.

"Man, chemicals do not agree with me," Stinkbomb said.

"I forgot. You're immune to poison and chemicals as Stinkbomb," Matter Girl said.

"It helps, but that doesn't make it any more disgusting."

That was when the fires that were coming from the chemicals spread to a few fuel tanks and sent out a huge explosion outwards.

"Let's get out of here before-" Matter Girl began as a piece of machinery fell away.

Wildvine was ready as he wrapped his legs around the group and swung away with his arm towards the control booth.

The crowd outside looked concerned as the man in the control booth sounded out over the intercom.

 _"Attention, park goers, I regret to inform you of that has-been Abel North and that talentless animator Tim Dean!"_

The group walked up to the control room as this announcement was being made.

"Has-been?" Abel asked.

"Talentless?" Tim asked.

"He must have taken over the park's master control center," Abel theorized as Matter Girl walked up to the door. "I told him this had gone too far?"

"Told who?" Lucky Girl asked.

Matter Girl then reached out and absorbed the material from the door and bashed it open with only her fists.

Wildvine then stretched out and turned the chair around to reveal a man who looked exactly like Abel, only with a mustache and much more physically fit.

"Of course!" Stinkbomb realized. "We should've figured it out!"

"What?" Huntress asked.

"Season 1, Episode 10," Wildvine explained. "Kangaroo Commando had his brother on: his identical twin brother Kane."

"I'm the real Kangaroo Commando," Kane said, standing up. "I built all the gadgets and special effects while you took all the credit!"

"Okay, that explains why you kidnapped your brother," Matter Girl said. "But why did you kidnap Dean?"

"Because he ripped off _my_ idea! I had all the sketches planned for a great TV show about the Omni Twins. It would be darker and appropriate for older audiences and then he stole it to make that stupid cartoon!"

"Seriously?!" Stinkbomb asked, crossing her arms. "Can't anyone come up with _anything_ original in this town?"

Tim only looked down in shame at that.

"But now the world will know at last who the real creator of _Super Alien Hero Buddy Adventures_ really is!"

Kane then threw a smoke bomb down and set off a massive plume of smoke, sending everyone into a coughing fit as Wildvine stretched outwards to the chair, only to find him gone.

Outside the door, through the smoke cloud, two bolas wrapped around Tim and Abel and Kane came out of the smoke and carried them away.

As the smoke cleared, the heroes saw Kane rushing out the door as they glared.

"We've got to follow them!" Huntress shouted as they all ran out the door after him.

Kane burst out the warehouse doors and went up to the roof and approached the giant Universal Studios logo while the new episode of _Super Alien Hero Buddy Adventures_ was playing on the screens behind him.

The heroes shouted out as they ran up behind him and they all got into a fighting position as he reached the edge of the roof.

"Nothing will stop me from getting my revenge! Nothing!"

"Oh no?" Lucky Girl asked. "There's five of us and only one of you."

"That's just a number," Kane growled as Wildvine stretched up to him and kicked him away

"So not cool!" he shouted.

Kane then reached at his utility belt and threw a smoke bomb at him, temporarily blinding him as Matter Girl ran up to him and started fighting hand-to-hand with him, dodging his punches before she performed a roundhouse kick to his head, which he dodged. He then tossed a bola at her, wrapping her up and sending her sprawling to the ground they were standing on.

"This is so not fair!" she shouted.

Kane then grabbed his brother and activated his jumping shoes to leap onto the Universal logo and Stinkbomb gasped as she leaped onto it and dug her claws into the frame of the metal logo.

Kane prepared to throw his brother out until they were both enveloped by a cloud of toxic gas enveloped the twins as Stinkbomb ran up and kicked Kane away and tossed Abel to her brother as he stretched out his arms and caught him.

Huntress came up to him and unsheathed a knife from her belt and cut the rope of the bola, letting him go.

"You okay?" she asked him.

"Yeah," Abel said.

Wildvine then stretched out to join his sister as they fought Kane as he leaped and dodged their punches and swipes as Stinkbomb let out a hiss at him.

As Kane attempted to stomp on them, Wildvine stretched his vine legs around his and sent him to the ground as Stinkbomb pinned his shoulders with a glare. Kane attempted to reach for his grapple gun, but Stinkbomb swatted it away with her tail.

Suddenly, the Omnitrixes let out the familiar beep and they transformed back in a flash of light, back in their Omni Suits.

"Oh man," Omni-Pink said as Kane glared and let out an uppercut to her jaw, sending her crashing down and her helmet went flying off of her head from the sudden shock and Omni-Green looked at it as the others gasped as Jen rubbed her jaw before realizing her helmet was gone.

"Looks like I'm not the only one who isn't what he appears to be," Kane said with a glare.

Omni-Green noticed the grapple gun and went to grab it, only for Kane to swat it out of his hands with a backflip.

"You brats have messed with my plans for the last time!" he shouted as he held Jen by the collar over the edge of the logo as Omni-Pink gasped.

"No!" the girls shouted from the roof of the building as Abel glared and ran up to his brother.

He then pounded on Kane's shoulders, causing him to let go of Jen. Kane then turned around, only to be met with a knuckle sandwich from his twin, knocking him unconscious as Omni-Green walked over to his sister and gave her her helmet back, which she held under her arm.

"Thanks, Mr. North," Jen said as Ben removed his helmet to him, assuming he had already figured it out.

"Looks like we can both get the job done with or without our costumes," Abel said as the crowd cheered and whistled below as Ben and Jen put their helmets back on and joined their three teammates as the park cameras were on them, displaying the heroes on every screen in the park as they all smiled and waved and Gwen played it up for the crowd.

* * *

Later, the police led Kane into the prison truck and drove away as the kids, now dressed in their normal attire again, smiled at each other.

"So, Matter Girl, huh?" Becky asked Allison.

"Did you expect me to call myself Armor or Absorbing Girl? No, already taken."

"Dean," Abel said to Tim as the kids watched. "Those Super Alien Hero Buddies of yours aren't half bad."

"You really think so?" Tim asked. "Because Kangaroo Commando has always been a major influence in my work."

"Hey, what about us?" Jen asked as she and her brother crossed their arms.

"Sorry, kids," Abel said as Jen and Ben cleared their throats and she nodded.

"So, about the Omni Twins?" she asked.

"I'm sorry," Tim said. "The Omni Twins have been all the people ever talk about on the news since they appear to show up everywhere. The networks figured that a cartoon series about their aliens would be the perfect way to attract all of the viewers in the world. Turns out they were right."

Ben sighed and looked to him. "It's alright. We forgive you. But could you at least make it so that all audiences will love it?"

"Sure," Tim sighed as he walked away with Abel.

"All's well that ends weird," Gwen chuckled as Max walked over to them, carrying a bag.

"Sorry I'm late," he said. "But we're all fixed and ready to hit the road again. You kids have a relaxing day at the park?"

The kids looked to each other and smiled.

"Relaxing in a Tennyson way," Jen said.

Becky then noticed the bag that he was holding. "Are those the spare parts from the Rust Bucket, Grandpa?"

"Oh, no," Max said. "There was a toy store next to the garage. The salesman there said these were the hottest characters on TV. I thought the twins might like them. They reminded me of their aliens."

He then pulled out a box that contained a Handy Buddy toy.

"Grandpa!" Jen shouted.

"Aw man!" Ben whined as everyone could only laugh.

* * *

 **Next time on Ben and Jen 10:**

 **Under Wraps**


	33. Under Wraps

In Dairyville, South Carolina, some kids, accompanied by a farm boy, who was covered in mud and wore only overalls and carried a piglet, snuck into the pasture, a stick under the barbed wire fence.

"Maybe we shouldn't be here," the farm boy said.

"I knew we shouldn't have brought him. He's nothing but a big baby," one said.

"Come on, Todd, don't wimp out now. It's just a little fun," the other said. "Just push down the cow and it can't get back up."

"We'll even let you tip the first one. Unless, _the little baby wants to go home so mommy can change his diaper!"_

He then stuck his thumb in his mouth and started sucking in a mocking gesture.

Todd and the pig then walked up with a determined expression upon his face as he pushed a cow with all of his might. Unfortunately, it was satanding in a mud puddle and he suddenly slipped in the mud, getting the pig soaked in mud.

The bullies behind him laughed in hysterics... just before a shocked expression came on their face and they ran away screaming along with the pig.

"Huh?" Todd asked. "Where's everybody going?"

He then stood up and saw the bull behind him looking rather pissed off. It snorted out and Todd got a nervous look on his face before getting his game face on.

"Back off, cow chip!"

That was when the cow got a nervous expression on its face and then ran away from him.

"Yeah, that's right! No one messes with Todd Maplewood!" he said.

He didn't notice until he looked behind him that a purple glowing silhouette resembling a mummy walked up and growled at him. Todd ran away screaming as purple lightning flashed behind him.

* * *

The Rust Bucket was parked near a lake and Gwen read her spellbook as Ben and Jen played on their gaming system and Becky sharpened her weapons with a smile.

"You gotta love summer vacation," Ben said.

"I know right. Nothing to do except sit around all day and-" Jen began before she was shocked when she felt a hand behind her.

She looked up to see Max with suds in his hair and wearing a bathrobe as she gasped.

"Grandpa," Jen said. "What gives?"

"What gives, Jennifer, is that I ran out of water in the shower... again! It's your job to keep the tank full, Ben!"

"I will, just later," Jen said.

"Oh, sure. The same way that Ben is 'going' to make his bed or take out the trash?"

"You're one to talk, Gwen," Allison said, walking in from the door outside. "You think those dirty dishes are going to wash themselves? We agreed that you would clean up after me when I'm done in the kitchen to do your part!"

"But it's summer vacation, Allison!"

"Yeah," Ben said. "If we wanted to do chores, we may as well have stayed at home."

"But then you never would've found me again," Becky said as she stood next to Allison. "The two of us know the meaning and value of hard work because we had to survive on our own for so long. I wish I could say the same for you three."

Max growled as the radio suddenly broadcast an advertisement.

 _"Y'all ready for a little fresh air? Want a chance to commune with the animals? You want to teach someone the value of some good old-fashioned hard work? Well sign your whole clan up for a week at Dairyville Family Fun Farm Camp and experience life on a real working farm!"_

Max then smirked at them as Ben, Jen and Gwen got a nervous look on their faces.

"I do not like that look in his eye," Jen said.

"Me either," Gwen said.

* * *

The Rust Bucket drove down the road to the farm camp with Ben, Jen and Gwen groaning in misery.

"Trust me," Max said. "You kids are going to love it. When I was a kid, I spent every summer on my Uncle Jedediah's farm."

"I spent 4 years living on the streets and working 3 jobs at a time," Allison said. "I'm used to it."

"And I had to hunt down wild aliens every day for five years just so I could survive," Becky said. "This is going to be nothing for me."

"Yeah, but not for us," Ben said.

"Learning the value of hard work is exactly what you kids need," Max said. "We're going."

* * *

Once they were at the farm, a young woman spread a bag of feed out over the yard and the chickens by them immediately started pecking at it. Todd was standing next to her holding his pig.

"Welcome," she said. "I'm Joan Maplewood, this is my son Todd. You must be the Tennysons."

"Yes," Max said. "Call me Max. And these tenderfoots are my grandkids. Ben, Jen, Gwen and Becky. And also their good friend Allison."

Ben, Jen and Gwen looked either bored, irritated or both while Allison and Becky looked prepared.

"Hey," Ben, Jen and Gwen chorused.

"Well, enough chit-chat. You're here to work," Joan said. "You can start by unloading that truck full of feed over there."

"Righty-o," Max said as he walked over as Becky and Allison followed him as Becky cracked her knuckles.

"Let's get 'er done," Becky said as Allison looked at her funny. "Sorry, I couldn't resist."

Max then passed a bag to Ben, who groaned from its weight.

"Aw, man. There's got to be like a thousand of these things," he said. "Looks like a job for-"

He was about to press his Omnitrix down when Max stopped him.

"Ben "I'm-Too-Lazy-To-Fill-A-Water-Tank" Tennyson. And only him if you know what I mean. And that goes for you too, Jen."

"Yes, Grandpa," the twins chorused.

"Why do I get the feeling that the fun part of our summer vacation is suddenly over?" Gwen asked as she hefted a bag over her shoulder.

"We'll get back to fun after the week is over," Allison said as she hefted two bags over her shoulders. "Let's go, guys."

* * *

About 2 hours later, all of the bags of feed were stacked into a high pile in the barn.

"Well, that's the last of it," Max said. "Nothing like building up a good sweat, right kids?"

He looked down to see his grandchildren laying against the feed bags and panting heavily, every muscle in their body aching. Even Becky and Allison were looking tired due to the amount of stress that task put on their bodies.

Suddenly, they heard a metal clanging from the house as Joan rang a triangle from the porch.

"Come and get it! Supper time!"

"Finally, I'm starving," Jen said as she stood up.

"Maybe since we're on a farm, the food is probably amazing," Becky said.

"That's a safe bet," Allison said. "I'm the one who has to provide food for you guys since you refuse to taste Max's cooking. And for good reason. I need a break."

* * *

The dinner table was set with turkey, mashed potatoes, rolls, beef brisket, pretty much everything that you would expect for a seasonal dinner. It was like heaven to the kids as they indulged in the goodies before them.

"Good grub, Joan," Max said as Gwen sighed.

"Yeah, with no actual grubs in it for a change," she said, giving Max the stink eye.

"So," Ben said to Todd. "No TV, no video games, no malls. What do you guys do for excitement around here?"

"Well, you guys won't believe what I saw last night," Todd said.

"Now, none of that," Joan interrupted. "No one's interested in your tall tales."

She then stood up and took her plate away.

"Let's get these dishes washed and then hit the hay."

"What!?" the kids all shouted in a chorus.

"But it's still light out!" Jen shouted.

"Trust me," Max said. "You'll be glad you got the sleep come morning."

* * *

As the group walked to the area where they would be sleeping for the next week, Ben and Jen grew curious and walked up to Todd as he walked ahead.

"Hey," Ben said. "Okay, spill it."

"What?" Todd asked.

"Your mom was wrong," Jen said. "We're interested. What did you see last night?"

"Ah, nothing. You wouldn't believe me if I told you anyway."

"Try us," Gwen said as she, Becky and Allison walked up.

"Yeah," Becky said. "We've seen some pretty bizarre stuff this summer."

"Well," Todd began. "I was down in Old Man Johnson's pasture when right in front of me, bigger than life was... a mummy! A genuine Egyptian walking dead mummy!"

"Really?" everyone asked.

"Okay," Allison said. "We buy it."

"You do?" Todd asked.

"We saw a werewolf in the desert of New Mexico," Jen smiled. "Trust me, we know what we're talking about."

"Good," Todd said. "I thought you wouldn't believe me. I guess I'm not crazy after all."

* * *

At the sleeping area, everyone walked up to see four bunk beds stacked up against the walls with some nightstands next to them.

"Here it is. Home sweet home for the next week."

Gwen sniffed as Jen plugged her nose from the awful stench that filled the room.

"Ew," Becky said. "What's that smell."

"Oh, this is also the chicken coop. See you in the morning."

As Todd left, Max climbed the stairs after the kids, inhaled a huge amount of air and sighed.

"Isn't that great? Nothing like the smell of country air," he said as Ben, Jen and Gwen groaned.

"Could this get any worse?" Ben asked.

He then lay down on the bed's pillow and then heard a cluck behind him.

"Hey!"

He pulled the pillow away to reveal a hen sitting at the base of his bed.

"Guess we won't have to worry about fresh eggs in the morning," Max said as the kids groaned. Even Allison and Becky looked uncertain about that, despite the fact that Allison used to sleep in the subway and Becky had to make her own camp just to survive.

* * *

After a few hours of sleep, Ben and Jen snuck out of the chicken coop and then quickly rushed down the fields, only to be stopped by Gwen, Becky and Allison as they stood by the barn.

"Where do you think you're going?" Gwen smirked as Ben and Jen stopped as they turned and smiled.

"The same place you are," Jen said.

"Mummy hunt," they all chorused before running into the fields.

They ran until they reached Old Man Johnson's pasture and crawled under the barbed wire fence.

They then looked to see glowing purple footprints leading into a crater in the ground.

"Think that's where its tomb was?" Ben asked.

"An ancient Egyptian tomb in South Carolina?" Allison asked. "Not likely."

They then noticed the glowing footprints in the ground as Becky looked upwards and gulped.

"Uh, guys? We've got problems."

They all looked up to the top of the hill to see two cows. Only they were glowing black and purple with glowing purple eyes and frills on their backs.

"Um," Ben began with a gulp. "I know I'm a city kid, but cows aren't supposed to look like that, right?"

"Nope," Gwen said.

The cows snorted and charged the group with growls and snarls as Ben gulped.

"Split up!" he shouted as he and Jen ran one way while Gwen and Becky ran another way and Allison ran a third way.

One of the cows decided to chase after Gwen and Becky while the other ran after Allison as she ran away in a hurry.

Allison gulped as she ran before the cows were tackled aside by Jenwolf as she growled and howled at the moon as Allison sighed.

"Thanks, Jenwolf," Allison said.

"You know, I'm not liking Jenwolf anymore," she said before she held her finger in her hand. "How about... Blitzwolfer?"

"Blitzwolfer?" she asked.

"Yeah, she moves like a blitz and she's a wolf so Blitzwolfer."

"I like it," she said. "Give that name to Ben too."

* * *

The mutated bull ran after Gwen and Becky before a blue and black blur sped by and picked them up in a hurry before stopping.

"Thanks," Becky told XLR8 as Blitzwolfer and Allison ran over as she smiled.

"So, Ben," Blitzwolfer said to her. "What do you think of Blitzwolfer?"

"I like it," Ben said. "I'll use it too."

That's when they noticed the cows charging again and XLR8 sped towards them before circling and smiling while the girls climbed up a nearby tree for safety, knowing they were no match for the cows even with their powers.

"Man, I should've brought my weapons," Becky said.

f" _Toro! Toro!"_

The cows chased after him again, only for him to speed away again.

 _"Olé!"_

Blitzwolfer smiled as XLR8 glared at them.

"Jen, look out behind you!" Allison shouted as Blitzwolfer was rammed by the bull and she slumped down before rubbing her head. "Never mind."

XLR8 helped Blitzwolfer up as she split her muzzle open four ways and let out her pink sonic howl outwards, catching the cows offguard as they fell to the ground around quite a distance ahead as XLR8 took some barbed wire from the nearby fence and wrapped the cows' legs with it as the group glared outwards at them.

"First a mummy, now mutant cows?" Gwen asked. "What's happening on this freaky farm?"

"Only one way to find out," XLR8 said as Becky glared and he closed his visor. "Follow the glow trail."

"Benjamin Tennyson, don't you dare leave us here..."

That was when he zipped off.

"...alone."

As XLR8 zipped off through the cornfields, he looked outwards to see a glowing purple light and the large mummy tossed the dirt away from a hole it was digging in the ground.

"Wow," XLR8 said. "Looks like Todd was right. But why would a mummy try to dig its way back into the ground?"

The mummy gazed over three large glowing purple rocks in the ground before he turned its head outwards at XLR8, shocking him.

He then leaped up and shot its wrapping-like tendrils into the ground around XLR8 before he rushed away from the blow before it could land.

He then growled outwards once again and shot out another blow, only for XLR8 to rush away again, only for it to destroy a nearby shed.

XLR8 then rushed into the shed and threw out a ton of trowels and garden forks at the mummy, only for it to open a hole in its body to dodge it, causing them to stick into the nearby power line support. What he didn't expect was for XLR8 to rush up to him without haste and land a powerful blow against its headdress.

The mummy recovered and wraps its tendrils around XLR8 and pulled him in before whacking him in the head with its foot, causing him to slump up against the nearby grain silo.

XLR8 then quickly rushed up the silo before the blow could hit and then looked around for the mummy, only for him to pop up behind him and slam him down into the ground below.

The mummy lowered itself to the ground using its tendrils as XLR8 gulped and the Omnitrix timed out.

Ben stood up as the mummy glared at him.

"I hate it when that happens."

It then growled and wrapped its tendrils around the supports for the silo and pulled, breaking it apart and it was sent hurtling to the ground.

Just as it was about to hit, a pink energy blast collided with Ben, causing him to be blasted out of the way as Jen and the girls stood by and ran over to him.

"You okay, bro?" Jen asked as Ben nodded.

"That's what happens when you don't have backup," Allison said.

"So, are we even in the rescue department?" Gwen asked.

"We sure are," Ben said. "But where's the mummy?"

"I don't know," Becky said. "But that was one major monster movie."

"He was digging for something at the bottom of this crater," Ben said, gesturing to the crater. "But it's gone now."

"What do you think it was?" Gwen asked them as Jen sighed.

"I don't know... but something tells me that we're going to find out soon," Jen sighed.

* * *

The kids wandered to the bunk beds and sighed.

"Oh man," Ben said as he and the others had heavy sleep bags under her eyes. Ben took the top bunk while his sister took the bottom. "Chasing down a mummy sure takes a lot out of you."

"Wake me up after three weeks," Jen said as she sighed.

Literally, the minute that they actually managed to fall asleep, Joan then sneaked up on them and turned on the light.

"Rise and shine, sleepy heads!"

"Gah!" Jen shouted as she and Ben fell out of the bed and groaned on the floor as she covered her face with the pillow and then screamed into it with all of the breath in her lungs.

"You have got to be kidding me!" Gwen shouted. "It's 5:00 in the morning!"

"And those cows aren't going to milk themselves," Joan said.

Max then went out of bed and groaned as he stood up. "Now, aren't you kids glad you went to bed early?"

"Ben, could you please go Heatblast and kill me?" Jen begged.

"Not happening."

"I know," Jen whimpered as the kids looked to each other. Now even Allison and Becky, who were accustomed to doing hard work, were now practically going insane.

* * *

In the barn, Todd was showing the others how to milk the cows as it gently pulled on one of the cows' udders.

"Just squeeze and pull. Squeeze and pull."

"Don't they have machines for this kind of stuff?" Ben asked.

"Mom doesn't believe in them. She says they spook the cows."

"Isn't there something else we can do?" Jen asked.

"Well, the manure needs to be shoveled."

The kids then looked over to the pile of cow feces with flies hovering over it and they instantly grew disgusted.

"Milking," they all chorused.

As Todd and Max left them in the barn, the twins then instantly went for their Omnitrixes in a hurry as they dialed in the proper alien.

"What are you doing?" Becky asked.

"What does it look like we're doing?" Jen asked. "This thing is going to take forever unless we get a little special help."

"You know what Max said to you guys," Allison said. "You two aren't supposed to go alien to do the farm work."

"Fine," Ben said. "Then I guess you want to milk all these cows with us!"

They then looked at the huge number of cows inside the area as Gwen, Becky and Allison gulped.

"As you were," Gwen said.

The twins smirked as they slammed the cores down in a flash of green and pink light.

Later, Gwen laid back and relaxed as Becky and Allison still milked their cows while Ben and Jen as Four Arms lifted up the cows with their strength and chased after other ones as Becky and Allison groaned at their antics as they milked.

"Hold still, will ya?!" Ben asked. "I don't like this any more than you do!"

That was when a bucket of milk came flying across the area before it landed on Allison's head as she removed the bucket from her head with a groan and tossed it aside, now drenched with raw milk.

"Hey, that one was almost full!" Jen shouted. "Hold it!"

Gwen sighed as Ben stumbled and crashed into the wall, dropping the cows.

"How's it going in there?" they heard Joan's voice call out and the twin Tetramands immediately ducked and hid in the hay bales as the door opened.

"Just milking away!" Gwen lied as she and her sister and friend continued to milk.

"Where are those cousins of yours?" Joan asked as Allison crossed her hands over her throat and shook her head.

"They..."

"Went to get more buckets!" Becky piped up as she and her sister smiled nervously as her eye twitched.

"Well, when you guys are done here, find Todd. He'll show you your other chores for the day."

At that, she left the barn and closed the door as the twins stuck out from the hay bales with a groan.

"We won't survive until the end of the week!" Jen practically cried outwards.

"Not without these anyway," Ben smiled.

* * *

Later, we get our montage of chores that we always seem to get in any show. Todd showed the guys that they needed to slop the pigs and dumped the slop into a bay, and then handed the bucket to Ben and they looked over to see the huge amount of pigs and he smiled at Jen and Gwen and they smiled as Gwen rolled up her sleeve, revealing her tattoos while Jen's hands glowed pink and she smirked.

Ben slammed his core down and transformed into Wildvine and he stretched out his arms with bags in both hands and slopped the pigs while Jen and Gwen used their telekinesis and levitated their bags over and slopped the other pigs. This difficult chore suddenly became a light breeze.

Later, Todd was in the henhouse and told the kids to pick out the eggs that the hens laid and the twins smirked and ducked inside the hen house before transforming into their XLR8 forms and quickly chased the chickens, collecting as many eggs as they could as fast as they could.

Later, Todd gestured to two plows drawn by a horse in an open field and walked away while the twins smiled and transformed into Wildmutt and Wildcat and pulled the plows respectively and plowed the fields in record time with only their jaws.

Finally, Todd told them to dig holes in the dirt and then stab a large wooden stake into it. When he walked away, the twins transformed into their Diamondhead forms and Allison absorbed the material from the shovel and the three of them formed their arms into blades, stabbing a hole into the ground before planting the stakes in the ground, their chores done.

* * *

As the sun set on the horizon, the kids followed Todd back to the farm.

"So," Ben said. "Do you and your mom have to live like this every day?"

"Nah," Todd said. "During planting and harvest seasons, we don't have it so easy. But to tell you the truth, that keeps you busy. It's usually pretty boring here in Dairyville. I mean, it's not like every day a mummy appears in a flash of purple lightning."

As those last two words left Todd's lips, the kids immediately froze where they stood and Todd walked away from them as they all turned to each other.

"Purple lightning?" they all chorused.

* * *

"Purple lightning?" Max asked as he shoveled manure into the back of the pickup truck.

"Just like when we crossed paths with that alien werewolf in New Mexico," Jen said.

"There's no way that it's just a coincidence, Grandpa," Gwen said.

"I don't know," Max said, planting the shovel in the manure. "But it can't be good. Let's go. You guys fill me in on the rest while I grab some gear from the Rust Bucket."

"You got it," Allison nodded.

* * *

Later, when the kids led Max to the still hogtied mutant cows, he brought a scanner up to them that picked up on their readings and he nodded.

"Well," he told the kids. "That would explain your mutant cows, kids. But I'm afraid that we've got an even bigger problem."

"Really?" Becky asked. "Bigger than a rampaging mummy and mutated cows trying to kill us? I shudder to imagine."

"Explain," Ben said, crossing his arms.

"I'm picking up trace readings of corrodium from them."

"Corrodium?" Allison asked.

"It's a high-energy mineral, not naturally found on Earth. My guess is that a meteor crashed down here a few thousand years back and it scattered debris all over the area. This farm and Dairyville must have been built right on top of it."

"No way," Jen said. "The mummy is a rock collector?"

"Not exactly, Jen," Max said. "Corrodium is a powerful energy source that's very unpredictable. That must have been what mutated these cattle."

"So," Gwen said. "If that mummy gets more of the stuff..."

"Then he can turn every living creature on the eastern seaboard into the same kind of monsters."

"Oh no!" Allison said.

"We've got to stop him!" Becky said.

"And stop him we will," Ben nodded.

* * *

As Max tracked the corrodium using his scanner, he drove the Rust Bucket up to the strongest signal that he could get from it before he parked.

"The scanners indicate that the corrodium energy signals are the highest right over there."

The twins looked up and their jaws immediately dropped upon seeing that they were right in front of the factory for...

"Digby Dairy!?" Jen shouted. "You've got to be kidding me!"

"What?" Allison asked. "What's the matter?"

"Digby Dairy only makes the best ice cream on the face of the planet, Allison!" Ben shouted. "We've got to get that corrodium or else we'll never be able to enjoy it again!"

They then walked out of the area to see a sleeping security guard at his post, snoring loudly. Max then sneaked past the gate and ushered the kids through as he then nodded to the twins.

"Guys," he said. "Activate your Omni-Suits. You're going to need them."

The twins then nodded and pressed the button, which instantly enveloped them in their Omni Suits as they nodded.

"I don't suppose our super suits are going to help in this situation," Becky said.

As they walked down the factory steps, Max's scanner started to beep louder and louder until it started to spark outwards and go haywire and he looked to them.

"I don't know about you, but I'm guessing there's a huge chunk of corrodium buried right over here beneath the concrete."

"I'm on it!" Omni-Green said as he activated his Omnitrix and Omni-Pink gasped.

"Ben, no!"

But she was too late as Ben slammed down the core. The Omnitrix sank into his wrist and it became encased in green diamond before it covered his other arm and his head before it closed around his eye and it became fully golden. Four spike-like diamonds, the lower pair smaller than the upper pair, grew out of his back and his clothes morphed into a green and black bodysuit with the Omnitrix symbol was on his upper left bicep as the transformation ended.

"Wait!" Max shouted as Diamondhead leaped over the railing and morphed his hands into blades and immediately started stabbing at the ground until a glowing purple light enveloped the entire gang.

"Found it," Diamondhead said as he looked at the dark purple mineral at the bottom of the new crater.

"You idiot!" Allison shouted.

"What?"

"You just did the mummy's dirty work for him!" Gwen explained.

"Oh... yeah..." Diamondhead said.

That was when the lights started flickering on and off as Gwen fingered at her spellbook and Allison glared as Becky unsheathed her spear and glared.

"Get ready to fight," Omni-Pink said as she slammed her core down and transformed into Battlefly with a glare as she started hovering with her wings as the mummy appeared in a flash and started crawling on the walls towards them.

"Something tells me that he's not here for the chocolate zoomies," Gwen said nervously as Diamondhead threw himself at the alien and stabbed a blade through his stomach.

"Now that's gotta hurt," he said.

The mummy retaliated by wrapping his bandage tendrils around Diamondhead and tossed him away into the generator as Battlefly flew in and put her hands to her head as her antennae started sending out some telepathic signals.

Large roots then wrapped their way around the mummy's legs, enwrapping him, but this did nothing as he wrapped his arms around her arms and tossed her into her brother before he wrapped a bandage around the corrodium and placed it alongside the other two rocks in his chest.

"He's got the corrodium!" Max said.

The mummy roared before he was hit by a flurry of crystals and a wind blast from behind as Diamondhead and Battlefly turned to him.

"You might as well take those rocks right back into the ground where you came from, because that's where you're going!" Battlefly shouted as she and her brother flew at him.

Battlefly charged and flew forwards, dodging the mummy's punches as she fired a wind blast at him and Diamondhead grabbed his arm and pulled him in before punching him right in the head and caused him to go flying back into the freezer.

The others walked up to the freezer before the mummy stumbled outwards and opened its chest, revealing the three glowing rocks in its chest.

"It's trying to expose us to the corrodium," Max realized.

They all walked backwards before the door opened and the security guard from outside entered the freezer and yawned at the commotion.

"What in blazes is going on here?"

"No! Get back!" Allison shouted.

But it was too late and the mummy wrapped its tendrils around the security guard and brought him in closer to the corrodium. He gasped out before his eyes started glowing purple and his jaw detached, his skin turned black with glowing purple lines and his hands and legs stretched out to points.

"That's not good," Gwen said before Max pressed a red device on her chest, which wrapped around her into a beige suit with a clear blue visor. He then did the same on Allison, Becky and himself.

"Level 10 hazmat suits," Max said. "I don't think your parents would appreciate me bringing you home all mutated."

"Hey, what about us!?" Battlefly shouted.

"As long as your in alien form, you should be safe from the mutation effects. And if I'm right, your Omni Suits should protect you just as well as the hazmat suits would."

"Now you tell us," Diamondhead said before he was wrapped around by the mummy and tossed aside into his sister.

The mutated security guard growled and swiped its bladed hands at the others before they ran off back into the storage area.

"Crap!" Becky shouted as she pulled out her spear.

"Well, here goes nothing," Gwen said as she sighed before making a pose. _"Emocha Objectia!"_

Suddenly, her entire hazmat suit inflated up like a balloon and she screamed in terror and she started flying and bouncing all over the room and crashed into the objects, followed by Becky, Allison and finally the mutated security guard before she finally deflated and groaned as she stood on her sister.

"Okay, note to self: never try to perform a spell from inside a hazmat suit."

"And of course, I can't use my powers either," Allison groaned. "I have to actually be touching a substance to absorb it, which aren't much use in a hazmat suit."

The three then started avoiding the swipes from the mutated guard and Becky brought out her spear and started threatening him with it.

"Back! Back, I say!" she shouted as Max removed a pipe from one of the coolant tanks and brought it up to him.

"I don't want to hurt you!" Max said.

His words fell on deaf ears (or lack thereof) as the guard sliced the pipe in half.

"So much for that idea."

Max continued to dodge the swipes from the guard and backed up before tossing the two pipes at the guard, only for them to back up again and finally, Max ran out of walking room and fell off the edge of the balcony.

"Crap!" Allison shouted as she and Gwen ran away from the guard as it turned its sights on them.

Gwen then ducked inside of the packaging conveyor belt and dodged the stabbings from the guard before she emerged from the other side and Allison came in and punched the guard away from them before it recovered as she stood by Gwen.

Just as it was about to bring its blades down on them, Becky came flying in on a crane hook and then shouted out a wild call and tackled the guard before whacking him away with her spear and sent him crashing into the conveyor belt.

"Let's wrap this thing up!" Allison shouted as she activated the conveyor belt, causing the guard to be pulled into the belt and then come out on the other side wrapped in packaging paper.

As they all dusted their hands off, an explosion rang out from the other side of the factory as the fight between the twins and the mummy continued.

Diamondhead and Battlefly dodged the blows from the mummy before firing crystals and wind blasts at it, which he avoided by stretching his body around them.

That was when the Omnitrixes started beeping down, leaving the twins safe inside their Omni Suits.

"Run!" Omni-Pink shouted as she and her brother ran away from the mummy while she fired energy blasts at it from her hands before they ducked a corner away from the mummy before Max caught them.

"Oh, it's only you, Grandpa," Omni-Green said.

That was when Max found himself wrapped up with the bandages again and he was tossed away as the Omni Twins prepared themselves.

They ran off as Jen fired out energy slashes from her arms and Ben ran in as Gwen and Becky looked away.

"Ben!" Becky realized when she saw a container next to her. "Slop the hogs!"

Ben looked to his right and saw the container next to him and he then tossed it out to the ground, sending out strawberry ice cream mix, which caused the mummy to slip and crash into the refrigerators.

"Hey," Jen said. "Grandpa was right. This farm work stuff really does pay off."

Allison went over to the machine controls and then started fiddling with the buttons.

"Come on," he said. "This has got to do something good for us... There! Now Jen!"

Jen smiled as she grabbed the hose and engaged it. "Eat marshmallow, mummy!"

Marshmallow cream blew out into the mummy's face and it crashed down into the processing machine and Gwen ran over to a lever.

"Or maybe you'd prefer peanuts!" she shouted as she pulled the lever and caused a ton of peanuts onto the mummy, which caused it to fall into the processor which tore it to shreds.

"Yes!" the kids all shouted as they high-fived.

"Well, that takes care of that," Allison said as they walked away.

Suddenly, despite their belief, bandages came out of the processor and wrapped around the twins legs and pulled them upwards as the mummy emerged again.

Gwen, Becky and Allison looked back outwards and groaned.

"Seriously, what are the odds?!" Gwen said.

"Grandpa! Help!" Jen shouted as the wrappings formed out of the processor and immediately reformed back into its original shape as Max came in as the twins struggled in its grasp.

The bandages reached for the Omnitrix emblems on their chests.

"Oh no!" Gwen said.

"If the mummy touches the emblems, the Omni Suits will deactivate and they'll be exposed to the corrodium!" Becky realized.

The mummy inadvertently wrapped its bandages around the Omnitrixes, which caused yellow lights to glow out from them Max nodded.

"The Omnitrixes. They're sampling the mummy's DNA," Max realized. "Go alien! It's your only hope!"

"Let's fight mummy with mummy!" Jen said as she and Ben slammed their Omnitrixes down.

Jen had transformed into a form very similar to the mummy with her entire body being made up of bandages, but her headdress was more similar in style to that of Cleopatra and she immediately noticed. Ben however, transformed into...

 _"Upgrade?"_ he asked as he saw Jen's new form. "Oh man."

Jen immediately snaked out using her bandage forms and reformed around him as Upgrade oozed out of the mummy's grasp.

"You're about to get ruled by... Cleowraptra!" she shouted.

The mummy whacked him aside as he crashed into a few liquid tanks.

"Careful, guys! That's liquid nitrogen!" Max warned. "It'll freeze you in seconds."

Upgrade then smirked and merged with the tank as Cleowraptra then shouted out and wrapped her bandage tendrils around the mummy's legs and had him absolutely restrained as Upgrade looked to him.

 _"Just getting you fired up before cooling you way down! Permanently!"_

He blasted out the liquid nitrogen from the tanks as Cleowraptra immediately dove out of the way of the blast as the mummy was absolutely soaked with the liquid nitrogen. He tried to strike out at the twins again, but was it was no use. It was immediately frozen on the spot as it stuck out its bandages.

 _"Whoa,"_ Upgrade smirked. _"Anyone for an extra large order of mummy ripple?"_

* * *

Upgrade demerged from a wet cement mixer as Allison finished turning her hands into blades to scrape the cement away as she smiled at her work.

"Nice job, you two," Max said as the Omnitrixes timed out. "By the time day shift begins at the factory, the concrete will harden. Nobody will know that a mummycicle is buried under here."

"There's one thing I think we're forgetting though," Ben said. "What about the cows? And the security guard?"

"Don't worry. They weren't exposed long enough for the effects to be permanent. It should wear off in a few hours."

"Let's get out of here," Becky said as they deactivated the hazmat suits and walked out to the Rust Bucket.

"Gladly," Max said. "We'd better head back to the farm. I'm sure that Joan has more chores for us to do."

Ben, Jen and Gwen immediately grew worried. Even Becky and Allison looked disturbed at that as they gulped.

"Yeah, about that, Grandpa..." Jen said, brushing her foot on the ground.

"Jen, Gwen and I would just like to say..." that was when he, his sister and their cousin immediately ran up and hugged him with pleading looks in their eyes.

"Please don't make us go back there, please! We've learned our lesson, Grandpa! We'll do our chores from now on, we promise! Just don't make us go back to the farm!"

"Turns out, all it takes to break them is some manure," Becky said as Allison giggled.

"Oh, thank goodness," Max said. "I just remembered how much I hated working on Uncle Jedediah's farm when I was a kid."

They all breathed a sigh of relief as Becky and Allison looked to them.

"Please keep your promise. I'm not cleaning up after you all the time, you know that."

"Right," Ben said. "We promise."

"Let's get out of here before I get stuck on manure duty again," Max said as they walked towards the Rust Bucket.

* * *

 **Next time on Ben and Jen 10:**

 **The Unnaturals**


	34. The Unnaturals

The team was now in Philadelphia, Pennsylvania and were currently visiting a fair that was in the area by the history Museum as Ben stood by a throwing booth with a baseball in his hand and he had a look of absolute focus and concentration plastered all over his face as he glared at them.

"Bottom of the ninth," he said. "Bases loaded. Two outs, three balls. Tennyson winds up and..."

He shouted out and winded up his arm that held the ball in it and tossed it at the pyramid of Benjamin Franklin head statue and nailed them head-on, causing them to wobble a bit before settling right back in place, leaving the twins stunned at that as they gasped.

"No way! This game has got to be rigged! I totally nailed Ben Franklin!"

"Knock over the Ben Franklins, you win a prize. You knock over squat, you win squat," the stand clerk said to him.

"Bogus!" Jen shouted as she and Ben walked away. "You'd think that in the City of Brotherly Love, they wouldn't cheat at the carnival games."

They walked over to Max, Gwen, Becky and Allison (who was munching on the city's staple dish: the Philly cheesesteak sandwich).

"That's the way life is, you two," Max said. "You win some, you lose some. Now come on, you can't visit Philadelphia without seeing the Liberty Bell."

"You know, if I could go hero here, I could win every single one of these games," Ben said to Gwen and Becky.

"Sure," Gwen said. "Use the most powerful devices in the universe to cheat at whack-a-mole. It's not worth it, guys."

"I know," Jen said. "It just gets on your mind sometimes when the games are rigged."

As Max got some cotton candy from the concession stand, the twins walked off and then, suddenly, they heard a crash as a small flatbed truck drove by, crashing through the fair grounds with the Liberty Bell on a stand on the flatbed with two crooks holding it down.

"So not good!" Ben shouted.

Thankfully, Max took notice of this and tackled the kids out of the way of the truck's path as it drove chaotically through the streets as they glared after tehm.

"Thanks, Grandpa," Jen said with a groan.

"They're getting away with the Liberty Bell!"

"Not if XLR8 has anything to say about it!" Ben shouted as he readied the Omnitrix and slammed it down while the others shielded him from the light. Only problem... he didn't get the alien he wanted.

"Evidently, he doesn't!" Becky said.

"Oh man!" Grey Matter groaned.

The truck performed a U-Turn and crashed into a toy booth while the police squad cars started chasing after it.!Grey Matter then hopped onto the adjacent strength test booth and hopped onto the weight.

"Give me a lift!" he said as Allison walked over and grabbed the mallet before hefting it over her shoulder and shouting out with all of her might as she swung the mallet down onto the bell, which caused the weight to be slammed up before it rang the bell, sending Grey Matter flying towards the booths as the stand clerk saw her as she smiled and brushed a lock of her raven hair out of her face.

"I'll take the teddy bear," she said as the clerk handed her a large stuffed teddy bear which she brought up to her cheek and snuggled with it while the others looked at her awkwardly. "What? Just because I'm goth doesn't mean I'm not cheerful at times."

Grey Matter sailed through the air and landed on the truck before he took notice as the guards were completely unaware of his presence. He then crawled down to the underbelly of the truck and worked his way down into the inner workings of the truck's engine, dodging the working parts that would've sliced and diced him if they touched him.

He then crawled his way to the engine of the truck and loosed the steering wheel's mechanism and pulled some wires out of the engine.

Naturally, this caused the truck to start to careen out of control and start crashing before the truck finally crashed into a nearby street light, which caused the hood to pop open and Grey Matter went sailing out of it with a shout before he landed in a replica of the Liberty Bell filled with jelly beans.

He then smiled at the goodies that he was now swimming in and then licked one of the jelly beans.

"Now _this_ is what I call a sweet landing!" he said as he looked at the crashed truck as the police squad cars surrounded it as the thieves came out with their hands up.

Grey Matter smiled at his handiwork and then he turned around to see the stand poster by him advertising a contest.

"Guess how many jelly beans and win a music pocket. Way too easy for the big guy with the mega brain! Let's see... the average size of a jelly bean is 1.3 centimeters. The size of the bell is approximately 6.5 inches in diameter. We're talking 6,532..." he then ate one of the jelly beans whole before correcting himself. "Make that 6,531 jelly beans."

* * *

As Ben stood by with his music pocket in it and listened to it with a smile as the girls surrounded him.

"Cool music pocket," Gwen said. "It looks awesome."

"How'd you get it?" Jen asked.

"Let's just say a little friend helped me make a lucky guess," Ben said.

"You used Grey Matter?!" Becky shouted. "Ben, that's cheating!'

"Well, I didn't see any 'No Aliens Allowed' signs. I think it's permissible."

"Hey, Ben, Jen!" Max said as he ushered the twins over as Jen sighed and walked over along with her brother. "Your hometown baseball team the Bellwood Cannons are in the finals of the Little League World Series! The finals are here in Philadelphia tomorrow."

"No way!" Ben said as he saw the news article. "I was supposed to be on that team!"

"Yeah, he was! He was almost qualified, but he had to drop out to go on this road trip," Jen said.

"What about you, Jen?" Allison asked.

"There's no girls' league in Bellwood and I'm not into sports anyway," Jen said.

"Grandpa, do you think we could go?" Ben asked.

"I don't see why not. It's a special treat for the two of you."

* * *

"Williamsport, PA, the birthplace of Little League baseball," Max said as the Rust Bucket drove down the path towards the Sports Complex. "That honored institution where dreams of greatness are first forged in young minds along with life lessons of fair play."

"Hear that, Ben? Fair play," Gwen said to Ben, who was listening to his music pocket and not paying attention to her.

"You know, I can let you listen to it if you're nicer to me," Ben said as Becky raised her eyebrow.

As the Rust Bucket drove up to the gates, they were stopped by security guards, who had metal detectors, German shepherds, firearms at their sides, all kinds of safe security you can think of.

"What's with all the security?" Allison asked.

"The President is a huge baseball fan," Max explained. "He likes to make an appearance to cheer the kids on."

"Ah," Jen said as she sat back and smiled.

As they got the all-clear to go ahead, they drove through the gate before a motorcycle pulled in behind them, carrying a young woman with a purple helmet on her head and raven black-hair and sunglasses on her head and a larger backpack on her back as she was stopped by the Secret Service before they scanned her and gave her the all-clear to go ahead as she spied the Rust Bucket up ahead.

"Okay, Tennysons," she said with a cheeky British accent to her voice. "I don't know why Queen Scarlett's missions to this dimension always seem to involve you getting involved in the mess, but it helps, I guess. But my assignment doesn't concern you. It concerns the President.

* * *

Later, they watched the Cannons, who were dressed in blue uniforms, practice on the diamond and smiled as Jen sighed.

"There's the Cannons!" Ben said as he watched them. "I'm going to go say hi."

He then ran in before he was tripped by two faces he hoped not to see all summer.

"Oh no," he said before looking up at the two bullies before him.

"You again!?" Jen shouted as she saw Cash and J.T. standing there. "What do I have to do? Get a restraining order on you two?!"

"Possibly," Cash said to her as she glared daggers at him as she helped her brother up. "Look, J.T. Jen still has to help her little brother."

"I'm only younger than her by three minutes!" Ben glared as Jen stepped up for him.

"I thought that you two would avoid us until school started, guys," Cash said.

"Sorry," Jen said to him. "My bro and I have been a little busy saving the world this summer instead, Cash."

"Oh, saving the world?!" Cash shouted.

"Yeah, these two are in their own world," J.T. said as Jen glared and her eye twitched before they briefly flashed pink before Ben stopped her by putting a hand on her shoulder.

"You can use your powers to prank these two punks later," Ben said. "But not when they're paying attention."

"Friends of yours?" Gwen asked as she, Becky and Allison looked.

"Hardly," Ben said to them. "Cash and J.T. are two of the biggest egomaniacs you'll ever meet."

"They constantly bully Ben worse than you ever did, Gwen," Jen said. "I'm the one who had to save him from them ever since we were in kindergarten."

"Luckily, they're not the only two guys from back home you'll see here, Jenny," said a familiar voice as Jen looked to see two girls standing beside the area and Jen gasped in glee before she squealed and ran over to her two gal pals from by her.

"However, these two are great friends of mine!" Jen said as she ran over and tackled Simone and Casey in a bear hug as they smiled and hugged her back as Casey chuckled.

"It's good to see you too, Jen," Casey said.

"Simone, Casey! What are you doing here?!" Jen asked.

"What you're doing here, Jen," Simone said as Jen released them. "We're just in town to see the game. It's the finals and our hometown is in it. I guess you had the same idea."

Jen smiled as she gestured her two friends over to the others with a huge smile on her face.

"Guys, these are me and Ben's cousins, Gwen and Becky. Oh, and this is Allison Levin. She's another really good friend that I made on the road and she just tagged along for the ride," Jen said as Allison shook the two girls hands.

"Nice to meet you," she said. "Charmed."

"You too," Simone said. "My name's Simone. Simone Nesmith."

"Nesmith?" Gwen asked when she piped up. "As in Carl Nesmith? Captain Nemesis himself?"

"Well, yeah," Simone said with a sigh. "He's my dad."

"Captain Nemesis is your father?" Allison asked as she sighed. "But that means that you're rich."

"Yeah," Simone said. "I try not to be snobbish about my family's wealth. I'm just trying to be an ordinary girl who just happens to have a lot of money."

"Not to be left out, but I'm Casey Animal," she said as she sighed. "You may have heard of my uncle, Aloysius James Animo."

A record scratching sound was heard and they all looked to her as she rubbed her arm.

"Dr. Animo is your uncle?" Ben asked, looking to her with a raised eyebrow.

"Don't worry, Ben. I'm actually against everything that he stood for as a scientist," she said. "I love animals and to see my own flesh and blood horrifically mutate them against their will was just sickening to me. He got what was coming to him thanks to those wonderful Omni Twins."

"I'm not going to judge you for your uncle's doings," Jen said as she smiled. "You're one of the best friend's I've ever had and your family's doings aren't going to change that."

"Thanks," Casey said to her as she looked to Allison. "So, this is your new friend, huh?"

Allison shook her head and nodded. "Watch yourself, girl. You know how we do it in New York."

"Ooh, New Yorker," Simone said to her with a smirk. "I like your kind."

"So, you got tickets?"

"Well," Simone said with a smile as she reached into her pockets and smiled. "You could say that. Being Carl Nesmith's daughter has its perks. I could, in theory rent out one of the stadium suites for you and your family. Plus me, Casey and Allison of course."

"Really?!" Jen and Gwen asked before they immediately grabbed Simone.

"Oh, Simone! You're the best friend ever! Thank you, thank you, thank you!"

"Choking... not breathing..." Simone said before Jen released her from her grasp with a smile.

"Sorry, force of habit," she said as Allison shrugged.

"So," Ben said, turning back to Cash and J.T. "How did you two je- I mean guys get on the team anyway?"

"Talent," Cash said. "100% pure talent."

"Oh, and four guys got chicken pox," J.T. said before Cash elbowed him in the arm, causing him to yelp out in pain.

"What?! That means I could've made the team too!" Ben said.

"Yeah, by default," Becky said to him with a shrug.

Suddenly, a baseball went sailing through the sky, which caused everybody to duck out of the way of the path as a member of the opposing team, the Squires, caught it perfectly.

They were wearing brown and black uniforms with a shield emblem with a K emblazoned on it.

"Came here for a preview for what we're going to do to you in the finals!?"

"The score in our last game was 28-3," one of the players said. "This one's not gonna be that close."

"Yeah, well I'd like to see that!" J.T. said before Cash elbowed him again.

Gwen then looked out and saw three of the Squires throwing the balls for practice in perfect unison and toss them parallel to three more players on the other side.

Unfortunately, the 9 kids were gathered in the path of the balls before they all hit the deck and leaped over the wire fence to get out of the path.

"Hey!" Gwen shouted. "Watch it!"

"Hello! In case you didn't notice, we're not wearing uniforms!" Jen shouted with crossed arms.

That was when they heard the sound of fingers snapping and who appeared to be the Squires' coach stepped out.

"Excellent drill," the coach said.

"Drill?!" Max asked as Simone and Casey stood by his side. "They almost took those kids' heads off!"

"Maybe next time they'll stay out of the way. Good luck, Cannons. You'll need it."

He then blew on his whistle as the Squires moved into a single-file line before marching off with the kids looking on with weird looks on their faces.

Cash then picked up a stray ball. "Oh yeah? Well you forgot something!"

He then tossed the ball towards one of the player's heads, only for him to catch it with the backhand without even looking back, leaving everyone stunned.

This act even caught the attention of the young woman on the motorcycle, who was now dressed in a purple and yellow dress with a high boot on her left leg and gloves as she carried her backpack over her hands as she glared after them. Her dress also concealed a purple cybernetic leg.

"Something's definitely off about them. And I will find out what."

* * *

The group gathered into one of the stadium's private suites that Simone's mother had rented out for her and her friends as they all gathered and looked at the TV with a smile as they spied the Secret Service gathered in the cameras as they nodded.

"All clear," one of the agents reported over his comm as he stepped in.

"If the Cannons don't win this game, the series is over. The Squires will be victorious," Max told them.

"Yeah, judging from how those squire kids were acting back there, I'm not too confident," Casey said.

"It's not over till it's over," Jen said with a smile as she munched on her popcorn and sat next to Allison as they watched the game from the suite's bleachers.

As they watched the Squires practice before game time, Ben noticed this as he sat next to Gwen and Becky as Gwen typed on her laptop set on the table.

"Something about those guys is off," Ben said.

"Why?" Becky asked.

"They're too... perfect," Ben said. "It just doesn't seem natural to me for anyone to be this good."

The Cannons walked out from the dugout and waved to the crowd as they took their positions as the first up to bat as Cash played it up for the crowd.

"We want a pitcher, not a belly-" Ben began to insult before Max pulled him back.

"Benjamin," he said with a glance.

"What? It's not like they can hear me from up here."

"He's got a point, Max," Allison said as they watched the game.

"Let's go Cannons!" Simone shouted as she and Casey waved their foam fingers and signs.

"Let's play ball!" the umpire said at the batting gate as he lowered his protective mask.

One of the Cannon players succesfully hit the ball towards the area, but one of the Squires ran towards it and leaped up _above_ _the nearby hedges_ and caught it at almost supernatural heights, leaving everyone stunned.

When Cash went up to bat, he did hit it, but the catcher then ran behind him and climbed the batting cage before he stuck out his hand and caught the ball before leaping back down without a scratch on him and he tossed the ball back to the pitcher before Cash had a chance to sprint off.

"You're out!" the umpire said as Cash walked away, embarrassed.

"Oh come on!" Jen shouted. "That had to have been an illegal move!"

The Cannons were at bat a few innings later and another player tossed the ball his way and the batter hit the ball so hard that he actually caused the bat to shatter into pieces and the ball smashed into one of the stadium's lights, causing an explosion before the pitcher looked down in shame and the batter ran around the bases.

When J.T. was up to bat the next time, the pitcher tossed the ball with such force that the ball actually caught fire and J.T. barely moved before the catcher caught the ball.

"You're out!"

"Oh man!" Ben groaned as he and his sister slumped down on the suite's couch. "We're getting destroyed out there!"

"But I thought you two hated J.T. and Cash?" Gwen asked as she, Simone and Casey looked on, concerned.

"We do, but we want _them_ to suck, not the team!" Jen said as she sipped her cola.

"I agree," Simone said. "This game is impossible!"

Gwen typed in her laptop on the Little League database and gestured to her family and friends to crowd around her.

"Check this out guys. I've looked up the Squires and I came across some... questionable stats. The Squires' ERA is less than one. Slugging percentage 98.6% No team in history, not the majors, minors, college or little league has ever been this perfect."

"You're fronting me," Allison said.

"I wish I was," Gwen said.

The twins then looked at each other before nodding.

"Excuse us," Jen said. "We're going to go get some foam fingers."

They then quickly rushed out of the suite and Becky looked down to see their foam fingers already there as she sighed.

"Yeah, right, guys. We're not stupid," Becky said.

In the suite next to them, the woman in the purple and yellow dress glared as she looked out through her binoculars and pressed a comm link in her ear.

"Scarlett," she said. "Do I have permission to pursue?"

 _"Not yet,"_ Scarlett said. _"You may only go after the Squires when you have undeniable proof that they pose a threat, Caitlyn. And you know it."_

"Yes, my Queen," she said before looking out at the Squires again.

As the Cannons went up to bat at the ninth inning, the pitcher tossed the ball and the camera went into slow motion and before the catcher could grab the ball, Ben as XLR8 came rushing by and moved the ball out of the way, causing the catcher to miss and the guy went around the bases, scoring a few runs for the Cannons.

The next batter came up to bat and readied himself.

The pitcher then showed renewed focus on his face and tossed the ball and the batter swung, causing a direct hit and the pitcher readied himself as Jen stood by the doorway and she showed her hand glowing pink.

The pitcher prepared himself to catch the ball before it was enveloped in a pink aura and it went flying into the crowd, where some fans caught it as Jen dusted her hands off at her handiwork.

"Wow!" Max said. "Did you see that home run?"

"Yeah," Gwen said. "That was amazing... a little too amazing."

She then reached into her pocket and grabbed her camera and started filming the game.

"I think it's time for a little instant replay."

Cash went up to bat as XLR8 zoomed by his sister as she winked at him.

"Ready to take one for the team, Cash?" she asked as she gave her brother a claw-bump and he rushed off to them.

The pitcher tossed the ball towards ash and XLR8 ran in and grabbed the ball and adjusted it so it went flying right into Cash's hip, causing him to yell out in pain and glare towards the pitcher.

"I'll get you!"

Jen giggled as XLR8 ran by him and she hugged him. "No pain, no gain! That's what you get for bullying my brother!"

They then witnessed J.T. go up to bat and Jen smiled as she nodded. "My turn."

Her eyes then glowed pink and as J.T. prepared to swing the bat, his shoe laces glowed pink and tied themselves together.

J.T. swung the bat, and his laces got in his way and he gasped and tripped as the ball went sailing into the catcher's glove.

"Okay, let's get serious now," Jen said as she glared and slammed her Omnitrix core down with a glare towards the Squires.

J.T. then adjusted himself and hit the ball this time and the ball went soaring out in an unsual pattern as it flew out of the field player's grasp as the camera showed Frostblight giggling as she flew with the ball in her hands as she dodged them.

She then tossed the ball towards her brother and XLR8 winked to her as the Cannons ran around the bases as the ball hit the wall of the field.

One of the Squires prepared to grab it, but it zoomed to the left and then right, out of the player's grasp.

When the player caught it again, he tossed it to the catcher, only for JT to run around.

"Safe!" the umpire shouted. "That's the ball game!"

Casey and Simone then shouted out with a cheer as they stood up as the game ended in a tie.

The Cannons ran out of the dugout to celebrate while the Squires looked on in awe as Max looked out.

"Hey, where are the twins? They would've loved this."

"I don't know," Becky said.

"Actually, I think I have a good idea," Allison said as the camera panned left to Caitlyn's suite as she looked out at the scowling Squires as they left.

"Orders, my Queen?"

 _"Follow them. And use your sniper carefully."_

"I always am," she said as she turned and left the stadium.

* * *

Ben and Jen smiled and hugged each other at their handiwork with a smirk as they heard a throat clearing and they saw Allison walk by with a scoff and a glare.

"Ben, Jen," she said. "Don't think I don't know what you two did back there."

"Yeah, you got us," Ben said. "We did kind of use our powers to mess with the Squires. I hope you're not mad."

"Oh, I'm mad alright," Allison said before smiling. "Mad that you didn't tell me that you were going to do it! I would've done the same thing myself! You two are geniuses!"

"Really?" Jen asked.

"Sure," Allison said. "Those guys had it coming all season. You're amazing."

Jen smiled deeply before they heard Cash and J.T. approaching and they ducked.

"Hey, hey, hey!" Cash said. "Who rules? Let me tell ya! The Cashter! The Cash Man! Sir Cash-a-Lot!"

Suddenly, they found themselves surrounded by the Squires and they all glared at them.

"Come with us!"

"Out of my face, weirdo!" Cash shouted as Ben, Jen and Allison ducked for cover.

Cash prepared to whack him across the face with his aluminum bat before it was grabbed by another player, who bent it with only his bare hands, which caused J.T. to faint.

"You guys need to lay off those new energy drinks!" Cash shouted as he looked into the players' eyes and they started to glow with a golden light.

"Oh man!" Jen shouted as she and Ben fiddled with their watches. "Why is it that sometimes doing the right thing feels so wrong!?"

"I don't know, but we can't let them take those two... no matter how much we hate them," Ben said as Allison glared.

"I need to get dressed for work. I'll be right back with you," she said as she ran for the Rust Bucket.

"Hungry?" Cash said as he reeled his fist back to the unflinching team. "How about a knuckle sandwich!"

But went Cash went to punch the player in the face, he just caught it and punched Cash with his own fist, knocking him out.

The Squires then picked up the two unconscious players and Ben and Jen groaned.

"Let's go!" she said as they followed them.

Little did they know, Simone and Casey were also watching this exchange from their area in the park.

"Did the Squires just kidnap J.T. and Cash?" Simone asked.

"I think so..." Casey said. "Something's definitely going on here. But what is it?"

"I think we'll find out," Simone said as the camera transitioned to Caitlyn getting on her motorcycle and driving away, following the Squires as well.

* * *

"I knew it!" Gwen shouted from inside the Rust Bucket as she, Becky, and Max were inside of the Rust Bucket and Gwen replayed the footage she recorded on her camera. "Guys, look. This is super, super, _super_ slow motion."

She then showed her sister and grandfather the camera and showed the frame-by-frame recording showing the ball moving before XLR8 caught it and then later, showed another recording of the ball glowing in a pink aura.

"XLR8," Max realized. "And that's the same aura as Jen's powers. The twins should know better! You don't cheat in baseball! They'll be grounded for this."

"Um," Gwen said, "Grandpa, normally I would be doing backflips at the thought of Ben busted. But I think he and Jen had good reason for going hero."

"I agree," Becky said. "Something is seriously up with the Squires."

Max then looked over as Gwen typed in on her laptop.

"Speaking of which, I just found out more about the Squires online. When you cross-reference the Squires roster with the Baseball Hall of Fame database, it turns out that the Squires have the same names as a bunch of old time players. And there's no proof that these kids exist. No report cards, no medical records, no nothing."

That was when Allison walked inside the Rust Bucket and grabbed her super suit before ducking in the bathroom.

"I'll be right back," she said. "Me and the twins have some business to take care of."

"Business that requires Matter Girl?" Gwen asked as her friend stuck her head out of the bathroom door.

"Um... yeah," she said as she closed the door before she finished changing and ran out of the Rust Bucket.

Max then glanced out of the door and noticed the Squires coach was looking at the Secret Service agents talking with each other before he raised an eyebrow.

"Now, why would a coach be more interested in the Secret Service than his own team before a game?"

"I don't know," Becky said. "But something tells me we're about to find out, right?"

"Definitely," Gwen said as she crossed her arms.

* * *

Omni-Green, Omni-Pink and Matter Girl followed the Squires across the hills before following they stumbled upon a warehouse at the train yard and Omni-Pink gulped.

"Warehouse. That's never a good sign."

They then followed them by ducking past the nearby train cars before they walked inside the warehouse with J.T. and Cash in tow.

The door closed automatically and the Omni Twins and Matter Girl ducked inside the warehouse just before it shut on them.

"Hide," Matter Girl whispered as they then ducked behind a nearby generator.

Omni-Green then gulped motioned upwards and they saw robot spider creatures crawling on the ceiling as the Squires placed Cash and J.T. onto two slab tables and strapped them into metal shackles before activating two slabs opposite to them that had two robots with identical clothing.

"No way," Matter Girl said.

"They're robots," Omni-Green said.

"That's why they're so good," Omni-Pink said. "It makes perfect sense!"

The trio then heard the door sliding open again and they ducked inside of the grating next to the generator as the coach came in with a glare as Max, Lucky Girl and Huntress followed him, but they were too late as the door closed.

"Dang it!" Lucky Girl said, crossing her arms as she groaned. "How are we supposed to get in now?"

"I can help," said a voice as they looked to see Caitlyn get off her motorcycle and take off her sunglasses before she plopped a large purple and yellow-striped hat and she now sported a belt with two pistols and two automatic pouches filled with bullets as well as a rifle slung over her back.

"Let me guess," Lucky Girl said as she motioned to them. "You work for Scarlett?"

"Correct," Caitlyn said with a glare. "My name is Caitlyn. I'm the sheriff of the capital of Scarlett's Kingdom, Cinnibar City."

"Nice to meet you," Huntress said as Caitlyn motioned to the windows up above in the warehouse with a ladder underneath them.

"Hang on," Max said. "The twins and Allison are probably still in there. We don't want to blow their cover."

"Good point," Lucky Girl said. "Let's wait until a fight actually breaks out?"

"How will we know if we're still out here, though?" Huntress asked.

"We'll know," Lucky Girl told her sister. "It'll be obvious. It always is."

"I don't know how they took control in that last inning," the coach said from inside the area. "But we cannot risk it happening again. Scan them."

A laser scanner came out from the ceiling and J.T. stirred awake.

"Ugh," he said. "I just had the weirdest dream. We were kidnapped by the Squires."

"Huh?" Cash asked as he woke up, only to find himself face-to-face with the scanner.

The scanners then activated and a red light moved up the duo's faces as the Omni Twins and Matter Girl sneaked below and witnessed the area as two metal plates attached to the robot's faces and a blue liquid traveled down the tubes attached to the plates. The plates detached, revealing that the robots' faces now had the same colored-skin as Cash and J.T.

"This would be so cool if it weren't so... freaky," Omni-Green said.

"I know, right?" Matter Girl said. "I feel like we're in one of those weird horror movies."

The laser scanner finished working on the robots' faces, revealing that they were now identical to Cash and J.T. Finally, a robotic arm came by and gave the robot J.T. a pair of glasses.

"These players will be our insurance policy," the coach announced. "Dispose of the originals."

Cash and J.T. gasped as they saw the Squires undid their shackles.

"...and the spies while you're at it."

"Oh crap," Omni-Pink said as she and the others got out of the grating as the Squires tossed baseballs at them.

Matter Girl ducked as the balls blew holes in the wall behind them as she gulped.

"Hey!"

They then ducked again as Omni-Pink surrounded them in a forcefield as on the outside, they others gulped.

"Okay, now we can go in," Lucky Girl said as Caitlyn took out her gun and blasted the window above open before she, Lucky Girl and Huntress climbed up onto the ladder.

The Squires tossed wooden bats at our heroes as they gulped and Matter Girl sliced them apart with her blade hands after absorbing the metal from the wall.

"No way," J.T. said. "Was that Matter Girl?"

"Here? Not possible," Cash said.

The Omni-Twins and Matter Girl avoided the bats as they slammed next to them before they heard the sound of shattering glass and Lucky Girl, Huntress and Caitlyn shouted out as Caitlyn fired her guns, nailing each Squire in the head as their hologram programs dissipated, revealing their robotic shells.

"They're robots!" Huntress realized.

"Alright! The calvary has arrived!" Omni-Pink shouted as the Omnitrixes recharged and she and her brother smiled.

"Let's do it!" Omni-Green said as they slammed the cores down.

Omni-Green's Omnitrix sank into his wrist and it became encased in green diamond before it covered his other arm and his head before it closed around his eye and it became fully golden. Four spike-like diamonds, the lower pair smaller than the upper pair, grew out of his back and his clothes morphed into a green and black bodysuit with the Omnitrix symbol on his belt. He then struck a pose as the transformation ended.

Omni-Pink Omnitrix sank into her wrist as chlorophyll-filled veins grew up her arm and spread to her face, which turned chalky white as she clutched her eyes shut and they turned a full pink with energy and black lines grew out, marking her face like a mask. Her hair grew out into several leaf-like extensions with a few yellow stigmas growing from the top. Her clothes morphed into a pink long-sleeved uniform with green segments on the front and shoulders and white petals on the bottom, forming a skirt and pink shoes on her feet with root-like extensions coming from the soles with the Omnitrix symbol on her chest.

The Squires swarmed around them as a burst of green crystals came forth from the ground and then from behind a slash of water came out, slicing some of the robots apart. The crystals then burst outwards, impaling some of the robots as Diamondhead and Water Lily stood in the center of it.

Then, from behind them, Matter Girl leaped out and morphed her hands into mallets before she smashed a few robots around as Caitlyn loaded her guns and fired several bullets into the robots, blasting them apart as she shouted out.

Lucky Girl then glared as she levitated some scrap metal with her telekinesis and shot it at the robots with a shout before some tried to ambush her with baseball bats.

 _"Kemo Char!"_

With those two words, she burst a golden light from her hands that fried the robots in her path before Huntress swung in and smashed them with her spear before she backflipped and stabbed another in the chest with the blade strapped to her belt.

"Whoa!" J.T. said. "It's those superheroes from the news!"

"The L-Crew?" Cash asked.

"No, the ones from Universal Studios! Although, I don't know who the woman with the guns is."

A Squire tried to rush Diamondhead with a bat, but it broke against his extremely hard skin and he engaged with the other robots, slicing them off with his blade hands as the robot Cash and J.T. tried to get the jump on him, but he instantly grabbed them and smashed their heads in with a sly smirk.

"Is it just me, or did that guy smile when he smashed our robots together?"

As the heroes all glared at the coach, he only smirked at them.

"Support units only!"

"Oh crap!" Matter Girl shouted as they looked above to see the robot droids crawling on the ceiling drop down on them.

Diamondhead, Water Lily, Lucky Girl, Huntress and Caitlyn all tried to blast them down with crystals, water blasts, spell blasts, arrows and bullets, but there were just too many of them as they quickly dropped down on them and overwhelmed them.

Matter Girl morphed her hands into blades and she tried slicing them down, succeeding in mowing down a few of them before she was tackled onto the ground by one and Water Lily quickly blasted it off of her.

"There's just too many of them!" Huntress shouted as she twirled a robot droid around and tossed it into the area using only her spear.

Soon, Max crawled in through a broken window and looked to see the two bullies still strapped into the slabs.

"Guys, help me get those kids out!" he shouted.

Lucky Girl and Huntress looked to each other and nodded as they ran over and unstrapped the two from their shackles as the battle continued to rage on behind them.

Out of the corner of Lucky Girl's eye, she saw the blue glow of a computer and she investigated to see a picture of the President's face as well as a strand of DNA swirling around.

She gasped immediately once she saw the image before her. "The President!"

The coach immediately glared in her direction once she discovered their plan.

"Team, move out!" he ordered as they all ran away as the doors opened and Max glared after them.

"The Squires are getting away!" he shouted.

"It's over," the coach said as he pressed a button on the controls and the door started closing.

"Uh-oh," Huntress said as she looked up to see electricity discharging from the generator behind them.

"Guys!" Max said as the rest of the group all gathered around them as Caitlyn unleashed her bullets on the approaching droids as the twins and Matter Girl got into battle poses.

"We can take them!" Water Lily said.

"They're not our problem, Water Lily. That is."

Max pointed to the generator that was clearly about to explode.

"We've got to get out of here!" Matter Girl shouted as they all ran towards the door and tried to pound it open futilely as Caitlyn gasped.

"It's no use!" she shouted.

They then saw the massive amounts of droids approach and she immediately glared them down before Caitlyn and Lucky Girl fired their bullets/spell blasts at them before they were all suddenly lassoed by Diamondhead who then tossed them into the large door, smashing it down and they shouted out before running away.

"Go!" Water Lily shouted as she and her brother continued to slice the droids up.

"What about you two?!" Huntress asked.

"We'll catch up! We can't let these things get to you!"

"We trust you," Matter Girl shouted as she ran away from the warehouse.

Diamondhead and Water Lily nodded as they shouted out and sliced a huge ton of droids away with their powers, not showing any signs of slowing down or stopping as they eventually looked towards the generator, which exploded with them as Diamondhead encased himself and his sister in a crystal shield as the explosion surged outwards, sending the guys on the outside flying in the grass as they glared at the destruction of the warehouse.

Cash and J.T. groaned as Huntress stood up and rubbed her head.

"Green? Pink?" she asked as a single droid came by and Huntress was about to destroy it, only for Simone to beat her to the punch by smashing it in with a baseball bat and she glared outwards.

"Take that! Leave us alone!"

"Simone?" Cash asked as Casey walked up and crossed her arms.

"We saw what happened," she said. "We grew curious and decided to spy on the Squires."

"You're not alone," said Omni-Green as he and his sister walked out of the flames. "Diamondhead's shield protected us from the explosion."

"That's the least of our troubles," Lucky Girl said. "The Squires had a copy of the President's face on their computer."

"Oh man," Max realized. "If they could swap Cash and J.T. out with robots, they could do the same with the President."

"They're going to kidnap the real President at the game and use him to infiltrate the White House," Matter Girl realized.

"We have to stop them," Caitlyn resolved. "I can snipe the robots down from the radio tower, but how can you guys get onto the field to stop them?"

"Well," Cash said to the team behind him and his partner. "Thanks for your help and all, but we have a game to play."

The heroes all smiled to each other and Max smirked outwards to them.

"Not so fast," he said to them as Omni-Pink looked to Simone and Casey and winked to them and they giggled in glee at her idea.

* * *

 _"It's game time and the favored Squires have taken the field!"_ the announcer said over the loudspeaker as the Squires tossed the ball to each other for practice.

"Nine innings and our plan shall be complete," the coach smiled as he looked to a Squire behind him, who immediately changed shape with its robotic skeleton and reformed into a replica of the President's suit before a fleshy compound filled its face in to form the President's face.

Omni-Pink glared as she hid in the area behind the entrance to the field and glared at the coach and fake president. On the side behind her, Caitlyn geared up her rifle as she took a deep breath.

"These robots are about to meet the long gun of the law," Caitlyn said with a sigh as Omni-Pink looked at her robotic leg.

"Are you a-"

"No, I'm not a robot," Caitlyn said. "I lost my leg in a huge battle for Cinnibar. Our chief mechanic Bismuth made me this robotic leg as a replacement."

"Cool," Omni-Pink said as they watched the Cannons come onto the field and Ben was dressed in Cash's uniform and number 10 on the back and he chuckled and then shot his sister a wink and she winked back.

In the Rust Bucket, Lucky Girl, Huntress, Matter Girl and Max got ready as Lucky Girl pocketed her spellbook and showed off her tattoos, Matter Girl strapped her materials in her utility belt and Huntress equipped her weapons.

Max pressed a button and the cupholders separated to show his ray gun as he smiled at the three heroines in the back and they moved out, leaving the four kids in the RV.

"Hey!" Cash shouted... standing in his underwear. "What about us?!"

"First, get some new underwear," Lucky Girl glared.

"Second, don't go anywhere," Huntress said.

"Simone, Casey, can we trust you two to watch him?"

"You can count on us," Simone said as she stood in the passenger seat.

"We won't leave the car," Casey said with a smile as she closed the door and the heroes ran off.

As they approached the stadium, the game was just already underway.

 _"First up to bat, Cash Murray!"_ the announcer called as Omni-Pink and Caitlyn looked to each other as Caitlyn fingered her rifle and sighed due to nerves.

"Ready?" Omni-Pink asked.

"Born ready," Caitlyn whispered.

Ben walked up to bat and saw the crowd cheering before him and he just couldn't help but smile.

"Okay," he said. "I guess hero time can wait for just _one_ pitch."

The pitcher then glared at Ben and then spat to the side and then tossed the ball super fast. Ben then tried to swing, but immediately missed and fell on his butt.

"Strike one!" the umpire called as the catcher tossed the ball back to the pitcher.

"Or two," he said.

"Come on, Ben," Omni-Pink said to him as she balled her hand into a fist. "You can do this. I know you can."

The pitcher then glared with his glowing eyes and tossed the ball again, prompting Ben to swing... and miss again.

"Strike two!"

"What's he waiting for?" Matter Girl asked as she and the others walked in.

"My guess is a fast ball, low and away," Max smirked as Huntress sighed.

"I hope so," she said.

Ben gripped the bat hard as Omni-Pink nibbled on her lips as the pitcher tossed the ball. He shouted out as hard as he could as the bat suddenly collided with the ball, sending it flying.

"No way!" Lucky Girl shouted.

Ben stood there stunned and then immediately ran off around the bases and the crowd went wild as the Squires aimed hard for the ball as Ben ran as fast as he could

When one of the Squires caught the ball, they tossed it to second base just as Ben crossed the base.

"Come on Ben," Huntress said. "You've got this."

Ben then dove as the ball was tossed to the third baseman and he shouted out as a dust cloud kicked up and he immediately slammed the Omnitrix core down, transforming into Four Arms.

"You're-"

"Safe, right?" Four Arms asked and the umpire nodded.

"It's showtime," Omni-Pink said as she slammed the Omnitrix core down, turning into Blitzwolfer and she and Caitlyn ran out onto the field as Four Arms grabbed the pitcher, who immediately did a flip kick to Four Arms' face before transforming into its true robot form and grew claws on its arms and four spindly claw legs and the crowd gasped out in awe as they heard a howling from nearby as Jen approached and she immediately mauled it with her sharp claws and teeth as Caitlyn cocked her rifle and the rest of the Squires transformed into robots as well as the three stood back-to-back.

"Time to go, Mr. President," a Secret Service agent said and they walked off into the bleachers as the robots looked to the President, their target acquired.

"Crap!" he shouted.

Four Arms grabbed three bats and handled three balls.

"Batters up!" he called before hitting the ball into the robots as Caitlyn unloaded her guns at them and dodged their energy blasts as she ducked behind the shed and clipped her guns.

"I do not aim with my hand," she said. "She who aims with her hand has forgotten the face of her father. I aim with my eye. I do not shoot with my hand. She who shoots with her hand has forgotten the face of her father. I shoot with my mind. I do not kill with my gun. She who kills with her gun has forgotten the face of her father. I kill with my heart."

She then shouted out as she fired her guns into the heads of the robots with one shot each and they exploded immediately.

Jenwolf then ran in and fired her sonic howl out, which blew the robots away from her as she looked up to the President.

Secret Service agents surrounded him on all sides and a robot appeared and they were instantly shocked unconscious, leaving the President vulnerable.

Suddenly, Matter Girl came in and smashed the robot with her mallet hands and Lucky Girl blasted them away, flanked by Huntress and max came in and blasted the final one away with his blaster.

"Mr. President, come with us," Huntress said as she stabbed a robot with her spear and kicked him away and they ran inside.

They eventually came into the storage room with a giant bat, ball and glove inside.

"We'll be safe in here," Matter Girl said. "I can sense these things."

That was when they saw a figure step out of the shadows to reveal the Squires coach.

"I don't think so," he said.

"You couldn't sense water in the ocean," Lucky Girl said, giving Matter Girl the stink eye as the coach zoomed in with lightning quick speed, knocking them to the ground and he tossed the girls into a cage and wrapped Max up in the giant glove. He now had the President cornered.

"Soon, we will control the White House."

He snapped his fingers and the replica President walked in with a sly smile.

The fake president smirked as he walked around the president only to hear a rumbling sound as the Omni Twins and Caitlyn burst through and glared.

"Not while we're in the house!" Blitzwolfer said as Four Arms looked to the ground to see that he had just crushed what appeared to be the President.

"Oh, man," he said. "Please tell me that was the fake President."

That was when the robot's hologram faded, revealing it's true form.

"*Phew* That's a relief," Caitlyn said as she cocked her rifle and they saw a few robots walk in and they glared.

Four Arms glared and lifted up the giant bat and swatted the robots down with it as Caitlyn blasted them with her guns and Blitzwolfer used her sonic howl to blow them away.

"That's all of them!" Blitzwolfer said before she was suddenly blasted backwards by a blue beam and she groaned in pain.

"Think again," the coach said, revealing two cannons from his shoulders. His hologram form faded to reveal a more powerful robot that fired energy beams from its cannons and its chest that Caitlyn avoided and she ducked behind the ball, only for it to be blaste dapart.

Four Arms lifted up the bat only for it to be blasted apart as well. He then picked up the remains of the ball and glared.

"Welcome to the seventh inning stretch!"

He then tossed the ball like a discus and it smashed right into the robot, causing it to spark outwards before exploding.

Huntress opened the door as she, Lucky Girl and Matter Girl walked out of the cage and freed Max as the Omnitrixes timed out, revealing Jen and Ben again.

"Where'd the Omni Twins go?" Four Arms asked. "I wanted to thank them for their bravery."

Ben began to speak up until Max silenced him.

"I'll give them the message, sir."

They looked to see the burnt husk of the robot fall over.

"Grandpa," Ben whined, only for his grandfather to deny him.

The President walked over to investigate the robot, only for it to wake up again and reveal a cannon from it's mouth.

 _"We will not be stopped,"_ it said.

"Okay, now _that's_ cheating!" Jen said as Caitlyn walked up and her robotic leg suddenly shifted its form into an energy cannon and she brought it up to the robot's head and fired, blowing it into pieces and she looked to the other as her leg suddenly shifted back.

"Yooooooou're OUT!" Lucky Girl smiled as they all looked at her awkwardly. "What? Even I couldn't resist."

"Mission accomplished," Caitlyn said as she dusted herself off and pocketed her guns. "Wish I could say but I have business to take care of back home. Ta."

She then nodded with a flourish and left through the hole as the others smiled after her.

"Scarlett's soldiers always were the most ruthless in the multiverse," Jen smiled as they watched Caitlyn leave through a portal.

* * *

"The details of the attack are a matter of national security," the President said as he presented Cash and J.T. to the press who were recording. "But I'm proud to present the young boy who saved my life."

"Aw man," Ben said as he saw Jen hug goodbye to Simone and Casey before she joined the others back in the car. "They _so_ do not deserve that!"

"Just like someone I know didn't deserve that music pocket," Max smirked.

"Speaking of which, where is my-"

He then looked to see Becky jamming out with the music pocket with a smirk and Ben groaned.

"What can I say, Ben? Cheaters never prosper... but sometimes their cousins do."

"Okay, you got me," Ben said. "I don't want to be a cheater." He then looked at his Omnitrix and smiled. "But..."

"Oh, I know some things about courage," Cash said on the podium before he and J.T. were suddenly whisked off and were dangling from the flagpoles of the stadium. "Not again!"

"...That doesn't mean I'm not a sore loser!" XLR8 smirked.

* * *

Inside the storage department, a metal boot stomped down on the remains of the coach robot and the camera panned up to reveal Enoch, who only glared in disgust.

"The entire operation was a failure. By the crest of the Forever Knights, the Tennysons will pay with their very lives."

* * *

 **Next time on Ben and Jen 10:**

 **Heroes Unite!**


	35. Heroes Unite!

**Kept you waiting, huh? Well, it's the moment you guys have been waiting for and the moment I've been waiting to write: Heroes Unite, baby! L-Crew meets Team Tennyson in the heroic event of the year. Thank you to Smoking Wrecker and zachlor16 for their permission to write this. Let's have some fun! The character designs I used are based on EugeneMinev's artwork on Deviantart.**

 **The song at the end is Every Day by my favorite band, Rascal Flatts.**

* * *

The Rust Bucket drove through the state of Michigan and Max had a smile on his face while Ben, Gwen, Becky and Allison looked up at the news playing on the TV in the RV with an extremely interested expression while Jen played her guitar with a smile on her face as she muttered the lyrics.

 _"Every day... Every day... Every day... you save my life..."_ Jen sang to herself as Becky hurriedly shushed her.

"Sorry, cuz," Becky said. "But the news on the L-Crew is on!"

 _"And in other news, the L-Crew has once again saved Royal Woods,"_ the newscaster said as she smiled to the camera as the news footage showed the L-Crew rescuing some civilians from a fire before smiling and waving to the cameras while signing autographs.

"Oh, yeah, I love these guys!" Jen said as she jumped from her bed and looked to the TV.

The L-Crew consisted of 11 siblings consisting of 10 sisters and one brother and they all had different super powers.

There was Speed Queen, who had amazing super speed, Multiple Girl, who had the ability to take clones of herself, Amplifier, who had powers over electricity, Miss Appear, who had invisibility and force field generation, Firecracker, who had powers over fire, Parkour, who had amazing super-strength and durability, Black Ice, who had powers over ice, Wildgirl, who had the ability to shapeshift into any animal, Crystal Princess, who had the ability to generate crystals as weapons or projectiles, Prodigy, who had incredible intelligence as well as telepathy and telekinesis and Greenthumb, who had the ability to control any kind of plant nature.

 _"Just a part of the job,"_ Speed Queen said to the cameras as she smiled. _"We're not in it for the glory. We're in it because it's the right thing to do."_

"The L-Crew are the greatest team of heroes in the world," Ben said with a smile. "...Other than us of course."

"Totally," Jen said with a smile as she kicked back and looked to the road sign to see Royal Woods was coming up in 10 miles.

"Hey, didn't you say that Royal Woods was our next stop?" Gwen asked as Max smiled from the driver's seat.

"Sure is," Max said. "There's a huge music festival for the entire weekend and my favorite band, Shag Carpeting is going to be there for their 20-year anniversary!"

"Plus, wasn't there a raffle where you can submit an original song that you can perform in front of the crowd and the musicians?" Becky asked, remembering the brochure for the festival.

"Oh yeah!" Ben said. "Sis, you should submit something in there."

"What?" Jen asked as she started to get a nervous twitch in her eye.

"Yeah, you have an amazing gift for music," Gwen said. "If you won that, you'd be amazing in there."

"I... I'll think about it," Jen said as the camera zoomed out to the city of Royal Woods in front of them as she sighed and looked over the notebook that she wrote her songs in with a nervous look.

* * *

In Royal Woods, an excited scream sounded out from a hidden hideout near a junkyard as 10 kids heard a scream coming down as the door opened and a girl came running in with a huge smile on her face.

She had short brown hair styled into a pixie cut, freckles on her cheeks, and light purple eyeshadow. She wears a purple t-shirt with a white skull, torn crew neck, and triangular sleeves, a plaid lavender skirt, a white belt, high purple boots and paperclips for earrings. She also wears three black bracelets on each of her wrists and a choker around her neck.

"What is it, Luna?" a boy named Lincoln asked.

He was very skinny and has a large, round head with short white hair, and a large tuft of his hair sticks up. He has an overbite, with a prominent chipped front tooth, noticeable bags around his eyes, and freckles on his cheeks. He wore an orange polo shirt, blue jeans, gray socks with blue and red stripes, and white sports shoes with red stripes.

"Mick Swagger's playing at the music festival in town today!" Luna shouted. "I think we should go!"

"Considering the alien attacks that have been happening all over the country recently and the constant metas and villains showing up around Royal Woods, I'd say that we should stand guard in case there's an attack," said a young girl with a lisp.

She had short shaggy brown hair, and wears large glasses to help her see. She wears a green turtleneck sweater, pink pants, and brown shoes, all of which were drooping down.

"Hey, come on, Lisa," said another girl as she and the group's other 8 sisters walked up. "Lighten up. It's not like the Terror Crew or any of our other enemies are going to be interested in a music festival."

The eldest, Lori, had large blonde hair and wore a light blue tank top, brown cargo shorts, blue slip-on shoes, and blue eyeshadow. She also wears white pearl earrings.

The second-oldest, Leni, had long, pale-blonde hair, with side-swept bangs, and three pairs of eyelashes. She is almost as tall as Lori, but taller than all her younger siblings. She wore a seafoam green dress, with white frills, and triangular sleeves. With this, she wears red hoop earrings, white sandals, topped with light green bows, and a pair of rounded white sunglasses with black lenses on top of her head.

The fourth-oldest after Luna, Luan, had prominent buck teeth, which sport silver braces on her upper and lower teeth, and light brown hair worn up in a large ponytail with a small swirl at the end by a yellow scrunchie, with two long protruding hairs sticking out from the center of her forehead. She dressed in a white sleeveless shirt, a yellow skirt with a checkerboard pattern, yellow socks with a line pattern that are worn all the way up, and brown shoes. She also wears three pink flowers, one on her shirt, and one on each shoe, that serve as gag squirt-flowers.

The fifth-oldest, Lynn, had thick brown hair pulled back into a short high ponytail. She wears a red and white jersey with a red "1" on it, red-and-white track shorts, and black cleats with striped white knee-high socks. She is slightly taller than her only brother and has freckles on her cheeks. Like most of her siblings, she had purple-gray eyelids.

The fifth-youngest, Lucy, had very pale skin and long black hair concealing her eyes. She's very thin, and a bit smaller than her brother. She dressed in black and white with long striped arm sleeves and stockings, a black dress worn over a striped shirt, and black shoes.

The older of the two twins, Lana, had blonde hair in two downward pigtails tied down with red scrunchies, and is missing her front teeth. She wore a red baseball cap backwards with a small square hole, white sneakers with blue stripes, and a murky green t-shirt under dark blue overalls. Her nightwear just consists of a murky green shirt. Her swimsuit is a blue one piece, which looks like overalls. She also had a noticeable burned scar on her side that was hidden by her shirt.

Her younger twin, Lola, was dressed completely the opposite. She also had blonde hair, but she wore it down and a tuft of hair on top of her head pointed to the right. She is also missing her front teeth She wears a princess attire; a long pink gown and sash, a white pearl necklace around her neck, long pink gloves, white earrings, pink high heels, and a tiara on her head.

The youngest, Lily, only wore a diaper. She has one prominent tooth and a tuft of blonde hair on her head.

"You can't be certain," Lisa said with a scoff. "It seems like they would do anything to get to us."

"Yeah," said Lynn as she smiled and cracked her knuckles. "Besides, even if we can't handle any alien attacks that might happen, the Omni Twins certainly can."

"Those two?" Lori asked. "Please. Sure, they're great and all, but there's nothing they can do that we can't."

"Maybe not them, but their friends that always travel with them can. None of us can use magic," Lana said.

"Maybe I could if I practiced," Lucy said. "Irate used Great-Grandma Harriet's spellbook to separate himself from Lincoln, so it obviously does work."

"Good point, Luce," Lola admitted.

"Besides, what are the chances that the Omni Twins are going to show up here? We're all over the news nowadays. They've certainly heard of us just like we've heard of them. They don't think they're needed here when we have us, plus Surge and Armor and Carol."

Luna then looked at the brochure with a sigh. "Too bad Sam's on vacation to Los Angeles with her mom and siblings this week. She would've loved this."

"I think we should go," Lincoln said. "It's not every day that so many great music artists come to a backwoods town like Royal Woods."

"Lincoln's right," Lori said. "We could use a day off from our constant work."

"I may not be very smart, but I know that a hero's job is never done," Leni said.

"This is going to be a real _super_ festival!" Luan remarked. "Ha-ha-ha-ha! Get it?"

"We'd better get going then," Lynn smiled as she cracked her knuckles and walked out of the base, followed by the others.

"Martha, set all security protocols while we're gone," Lisa ordered the base's A.I.

 _"It would be my pleasure, Lisa,"_ Martha said as they exited towards the van.

* * *

 _"Welcome to the Royal Woods Music Festival!"_ an announcer said over the radio. _"We are now open!"  
_

The people were now flooding into the music festival as Ben (who was listening to his music pocket), Jen, Gwen, Becky and Allison all smiled as they looked around them at the tons of music booths and they gulped when they saw Max come in and their jaws immediately dropped upon seeing what he was wearing.

He now had on a leather vest with extra pockets, a brown shirt with a peace symbol on it, a sweatband around his forehead and he was wearing sandals.

"Come on! We're going to be late!"

"For what?" Ben asked. "Like anything is going to happen at this dumb festival anyway."

Allison groaned as Jen smiled and put the finishing touches on her song and she smiled.

"Perfect," she said when she put the final period in her notebook.

Soon enough, the Loud's van parked into the area and said 11 siblings came out and Luna's jaw dropped upon seeing just about everything there was to see in the festival. Tons of posters, CDs, record albums, you name it, it was probably here.

"This is awesome!" she shouted and she put out the rock on signs with a shout.

"I knew that you'd love it here, Luna," Lincoln said, jabbing her arm.

"We haven't seen any real action for a month since we took down Jax," Lori said with a smile as she and the others looked around. "Maybe all we need is a chance to just rock out and have some fun."

"I'd think that Luan would be the one with the most fun ideas, but this is pretty good too," Lola agreed.

"Hey, guys, look over there," Lana said and they all looked to the side to see the local weatherman, Patchy Drizzle speaking with a robot called S.A.M.

"And expect another scorcher with highs in downtown Royal Woods to top 90," Patchy reported as the cameras rolled.

 _"And with no rain in sight, it's enough to make my cranium rotate,"_ S.A.M. said as the top part of his head separated and started rotating and Patchy chuckled.

"*chuckle* Not so fast, S.A.M. This meteorologist thinks that Royal Woods' drought might be over. This is Patchy Drizzle reporting."

"Hey, you're that weatherman, Patchy Drizzle," said Jen as she walked over and put her hand on one of the robot's static spheres, which caused her hair to stand up on end as the Louds walked over too.

"We saw you and your robot on the TV last night," Ben said.

"The Sounding Autonic Meteorograph is no robot," Patchy said. "It's a sophisticated weather-monitoring apparatus created by me."

"Pretty impressive for something built by a weatherman," Lisa said as she and her siblings walked over to see Patchy.

"Don't be too impressed," Patchy said. "It was a great idea I had only for it to be corrupted by a news station who was just after a gimmick to gain more notoriety from the country."

"Um, okay," Gwen said as the 16 kids walked off.

"Some newsman, huh?" Ben asked as Lincoln chuckled and they all looked at each other with a smile. "My name's Ben Tennyson. This is my twin sister Jen."

"Charmed, I'm sure," Jen said, shaking Lincoln's hand. "These are our cousins Gwen and Becky and our good friend, Allison Levin."

"Great to meet you guys," Lincoln said. "I'm Lincoln Loud. These are my sisters Lori, Leni, Luna, Luan, Lynn, Lucy, Lana, Lola, Lisa and Lily."

"Wait," Gwen said as she crouched down to Lisa's level. "You're Lisa Loud? You're the one who graduated from Bancroft Academy? But you're only-"

"Four years old, I know," Lisa said, adjusting her glasses. "Top of my class with a PhD. I even got a Junior Nobel Peace Prize for my use in the science community."

"Shut up," Becky said, her jaw dropping.

"It's true," Luan said. "I and she's one of the most _Nobel_ people you'll ever meet! *laughs* Get it?"

Everyone but Luan groaned outwards at that as Ben shook his head.

"Luan does that," Lincoln said to Ben as he smiled.

"Ten sisters?" Ben said as Lincoln chuckled. "Must be quite a handful."

"Tell me about it," Lincoln said. "You're lucky that you only have one."

"Actually, my mom's pregnant again and I'm going to have another one in a few months."

"Oh, man," Lincoln chuckled.

"Well, I guess we'll see you around the festival."

"Take care," Lincoln said as they both went their separate ways for the time being.

As he watched the group depart, Patchy took off the back of S.A.M.

 _"Patchy, what are you doing?"_ S.A.M. asked.

"What I should have done long ago: reprogramming your circuitry. When you ascend past the troposphere, you'll release a hydro-oxygenated solution, creating a gathering of cumulus clouds, producing rain. Instead of just reporting the weather, I'll finally be making it."

He then took out a remote and extended the antenna and pressed a button, which sent S.A.M.'s cranium shooting into the sky, where it sent the solution outwards, sending out the cumulus clouds gathering overhead.

"Hey!" Leni shouted. "Didn't Patchy say it was going to be, like, sunny out for the next few days?"

"You're right," Lynn said. "What's going on?"

Gwen, Becky and Max rocked out to the music going on as Ben and Jen looked at the rain clouding overhead and saw lightning flash through the sky as Jen gasped at the storms overhead and Allison raised her eyebrow.

"Say what?" she asked. "What happened to the scorcher?"

That was when a bolt of lightning suddenly struck S.A.M.'s cranium and Patchy gasped from down below.

"No!" he shouted.

That was when the wind suddenly whipped up around the weather robot and suddenly the rain started taking form around it and tentacles and a body started forming from only the water with S.A.M.'s purple light inside of it.

Ben watched Max, Gwen and Becky dancing around and looked to see the Louds also dancing (well, most of them with the exception of the gothic Lucy anyway) and groaned outwards.

"Could this get any worse?"

Suddenly, they heard a screaming from overhead and saw the water monster drop down from above and everyone gasped and started running away screaming.

"You were saying, cuz?" Gwen asked as they all shouted out.

Lana then saw the giant weather monster looming overhead and got a glare on her face.

"You wanted some action, Lola. Well here it is," she said as the group ran off from behind the stage while Ben and Jen nodded.

"Showtime, guys," Jen said as she and her group ran off from behind some of the booths and changed into their hero outfits quickly.

With the Louds, they all showed out their watches and pressed a button and white light enveloped them, instantly changing their clothing.

Lori wore a baby blue bodysuit outfit with dark blue stripes with black stripes on the joints and dark and light blue stripes on the legs. She also wore a baby blue and dark blue striped mask on her face with a lightning bolt on her chest at the cleavage area. She was Speed Queen.

Leni wore a short-sleeved seafoam green outfit with white sleeves, a black waist and white skirt with a division symbol on the bottom. She had black gloves with green at the elbows and black boots with green on the knees. She also sported a bow in the shape of a division symbol and a green headband with red goggles on the top of her shirt and a seafoam green mask on her face. She was Multiple Girl.

Luna wore a light purple outfit with a short-sleeved dark purple jacket with purple lightning bolts and a dark purple belt, light purple pants, dark purple boots and purple fingerless gloves. She also sported purple goggles. She was Amplifier.

Luan wore a yellow bodysuit with a black vest with a yellow boutonniere, black gloves, black boots and a black mask on her face. She was Miss Appear.

Lynn wore a sleeveless red bodysuit with black outer thighs, a red belt and red and black boots. She had a black zero in the center of her chest and had red and black elbow pads and red and black gloves. She also sported a red and black mask that had straps that went down the back on her face. She was Parkour.

Lincoln wore a long-sleeved dark orange outfit with red on the sides and a flame symbol on the chest. He had a yellow utility belt and black fingerless gloves and black boots with grey toes. He also wore dark orange goggles with yellow lenses and his hair also turned red. He was Firecracker.

Lucy wore a black and grey sweater with a black hooded cape over her shoulders, black pants and grey fur boots with snowflake symbols on the top. She was Black Ice.

Lana wore a dark blue outfit with black cat stripes on the sides with black thighs, blue boots that were shaped like paws and blue gloves with a claw on each finger. She also sported a dark blue and black cat striped mask on her face. She was Wildgirl.

Lola wore a sleeveless bright pink dress with a diamond necklace, pink boots and gloves, a black belt with a clear diamond-shaped buckle and a large crystal tiara on her head. She also wore a bright pink mask on her face. She was Crystal Princess.

Lisa wore a dark green outfit with a grey belt, gloves, boots and grey goggles with green lenses. She was Prodigy.

Finally, Lily wore an indigo outfit with light purple gloves and boots with a flower shape on the chest. She also wore a mask around her face shaped and colored like a lily flower. She was Greenthumb.

"Let's move it!" Speed Queen shouted as she zoomed off with her super speed while her siblings smiled and shouted out and ran off alongside her.

The Omni Twins avoided the giant water monster's tentacles as it lashed out it knocked Omni-Green's music pocket out and he groaned.

"Not my Sumo Slammer Digi-Downloader!"

"Not now, Green!" Omni-Pink said as they watched the monster lash outwards and start sucking people into it using its water.

"Not cool!" Multiple Girl shouted as she split herself into five and they started taking the rest of the civilians to safety along with Matter Girl, Lucky Girl and Huntress as they avoided the tentacles with their swift movements.

"This is not good!' Crystal Princess said as she coated herself in pink crystal armor and shouted outwards.

"Let's go, people," Amplifier shouted as she shot out of a nearby power line and prepared to zap him until Firecracker suddenly shot out using his fire propulsion and stopped her.

"Stop!" he shouted. "There are people inside! If you zap the monster now, you could electrocute them!"

"Man, you're right!" Amplifier said. "What do we do?"

"I don't know!" Firecracker said as he saw Omni-Pink fire her energy blasts outwards to the monster, having little to no effect.

"Crap!" she shouted.

"Wait. Are those-" he began. "No!"

"The Omni-Twins? In Royal Woods?" Lori asked. "That can't be."

"This can't be happening," Patchy said as he watched the chaos unfold.

"Patchy, we're back on in 10 seconds," the cameraman said as Patchy griped his microphone.

"Um, a waterspout has suddenly come up here at the Royal Woods Music Festival. An entity seemingly with a mind of its own."

Omni-Green looked at his Digi-Downloader and glared at the monster as Firecracker flew over to him and Omni-Pink as Lucky Girl, Matter Girl and Huntress all assembled next to them and all of his sisters all glanced over to him. "No way."

"You're the L-Crew," Omni-Pink said with a nervous glance at them as they nodded. "My brother and I are huge fans of your work."

"And we're huge fans of you guys too... Omni Twins," Firecracker said. "Who are your friends?"

"Lucky Girl."

"I'm Matter Girl."

"Call me Huntress."

They then heard the giant water monster roaring overhead above them and they gasped outwards as Parkour glared and cracked her joints.

"I don't know about you guys, but fanboying's going to have to wait."

"Parkour is right," Speed Queen said. "For now, we're going to have to take down this monster."

"That sounds like the heroes teaming up," Omni-Green smirked, raising an eyebrow.

"I like the sound of that," Wildgirl said as she transformed into a tiger and roared out and the Omni Twins activated the Omnitrixes.

"Time for Ripjaws to rip this thing to shreds!" Omni-Green said as she slammed the core down.

"Oh man!" Heatblast shouted as Prodigy groaned.

"Um, last I checked, water puts out fire, not the other way around."

"We got this," Jen said as she slammed the core down and transformed into Frostblight with a shout with a shout and glared.

"Well, Prodigy, it's time for our own science experiment," Heatblast said as he nodded to Firecracker. "With me!"

"Right!"

"Black Ice, come with me!" Frostblight shouted as she flew off.

"Groan," Black Ice said as she froze an ice path with her and blasted up with Heatblast and Firecracker did the same as the ice wielders froze off pieces of the monster and the fire wielders sliced it off with their swipes of flame.

"I think we should help," Prodigy said. "You know Firecracker's not good with water."

"Yeah, remember what happened when he faced Hydro?" Parkour asked as she cracked her knuckles. "Alright, water monster, prepare to meet-"

That was when the water monster glared and swiped a tentacle onto the strong heroine as she groaned outwards.

"Dang it," she said as Huntress glared and saw the glowing light in the top.

"Aim for the light," Huntress said as she took out her bow and started aiming.

"What can you do?" Wildgirl asked. "You don't have any powers."

"You don't need superpowers to be a superhero," Huntress said as she took out an arrow and started aiming

"You're going to need a lift," Wildgirl said as she glared and transformed into an elephant and lifted Huntress up with her trunk and she started aiming her arrow as she glanced and saw Heatblast, Firecracker, Frostblight and Black Ice flying around and she started wincing as she aimed.

"Just hold still already!" she said.

Black Ice shouted out as she froze a tentacle and Firecracker flew in and sliced it off just as the monster whacked him and he was sent flying to the ground as Speed Queen suddenly ran up and caught him just before he hit the ground.

The monster then did the same with Black Ice as Frostblight gasped and flew downwards and froze her a slide downwards with her super cold breath, which Black Ice slid downwards as the monster whacked Heatblast out of the sky and he groaned as he flew downwards.

"My turn," Huntress said as she shouted out and fired her arrow right up as Wildgirl wrapped her trunk around her and lifted her up.

The arrow went sailing through the sky before it slammed right into the pink light, causing S.A.M. to roar in pain as Huntress fist pumped.

"Bullseye!"

Heatblast recovered down below as they looked to see Parkour still inside the monster and it lashed out and caught Prodigy, Matter Girl, Crystal Princess and Multiple Girl as well by lashing its tentacles out to her and glared.

"Okay, we need to get the others out of that thing," Lucky Girl said as she looked at her tattoos and smiled.

"Wildgirl, go shark. You can swim them out and Greenthumb can use her vines so they can grab them," Miss Appear said as she gasped and saw the monster lash out at them again and she immediately crossed her arms and generated a force field around them, causing the tentacle to bounce off of them.

"Thanks," Frostblight said.

"Here goes nothing," Wildgirl said as she charged towards the monster and jumped before she transformed into a shark and started swimming towards her teammates and they saw her approaching and nodded as she swam towards them and guided them to the edge.

Greenthumb nodded and waved her arms up, summoning several vines from the ground, which shot into the monster and wrapped around the heroes and the civilians and immediately pulled them outwards and set them on the ground.

"Go! Get out of here!" Matter Girl said to them as they all listened and immediately ran away as they looked up at the monster.

"Okay, this thing is really starting to get me steamed," Heatblast sad.

"Steamed," Prodigy wondered. "That's it!"

"That's what?" Firecracker asked.

"How to take this thing down," Prodigy said. "The pair of you can go supernova hot and turn this thing's water into steam."

"Are you sure?" Firecracker asked. "I've seen Irate go supernova. I know how dangerous my powers are."

"Remember our training with the Eleven Masters. You can control your powers, they don't control you," Amplifier said.

"You're right," Firecracker remembered. "Let's do it, Omni-Green."

"I can help too," Lucky Girl said as she showed her tattoos.

"Oh, and Speed Queen could help too," Prodigy said. "Velocity equals intensity."

Everyone blinked their eyes and Wildgirl groaned. "Speak English, Prodigy."

"The faster Speed Queen runs, the hotter the fire will be."

Speed Queen nodded, cracked her joints and started running in circles around the monster as a small cyclone started forming on the ground around it as Heatblast, Lucky Girl and Firecracker all nodded.

"Here goes nothing," Lucky Girl said as her Fire Charm tattoo started glowing outwards and she shot her hands outwards and two jets of flame fired out of her hands and Heatblast and Firecracker did the same and set the cyclone immediately ablaze.

Speed Queen ran around faster and faster as she started sweating from the intense heat of the flames behind her as she groaned, but yet she didn't stop running.

 _"Come on, Lori,"_ she thought to herself. _"You and your siblings have taken on Irate and come out on top. You can do this."_

She then screamed out at the top of her lungs as she looked up and saw the monster above roar out in pain as the water around it immediately evaporated into a cloud of steam and she slowed down before stopping in front of the 15 heroes in front of her and she heavily panted and looked up and she looked up and chuckled.

"Guess I won't need a tan for awhile after this, huh?" she asked.

"Awesome," Omni-Pink said as the Omnitrixes timed out.

"I believe our work here is done," Parkour smiled as she crossed her arms.

"Yeah, we don't want to _steam_ rude, but we gotta go," Miss Appear laughed as everyone groaned.

"See you around," Omni-Green said as the L-Crew walked behind the stage and they walked behind booths to change back into their normal clothes.

The Louds all sighed as they smiled.

"Yeah, I don't think I'm going to need a bath for a week after that," Lincoln said as he cracked his joints and smiled at his sisters.

"Chandler wishes that he could do that, Stinkin,'" Lynn said as she playfully jabbed her brother.

"I hear Mick's going to be signing autographs soon," Luna said as she smiled. "Let's go out."

The Louds then walked out just as Ben and Jen's group walked out... right when Jen caught a glimpse of the others walking out from where the L-Crew had left and the images of the L-Crew instantly flashed through her brain and she gasped.

"You're kidding me," she said.

"What is it, sis?" Jen asked.

"Call me crazy, but I think that I found out who the L-Crew really are," she said as she shot her glance to see the Louds walking away.

"What?" Ben asked as he looked to see just how familiar the Louds looked to the L-Crew. "Oh man, you're right! We have to tell them?"

"Oh," Gwen said. "And how will they know they can trust us? They don't know that well."

"We tell them our identities," Jen suggested. "We just teamed up with them and saved the festival. They'll totally trust us if we give our identities to them in return."

"You'd better be right about this, sis," Ben said.

"I know I am. How could I not be?"

The group then walked over to Max as he stepped up from out of the booth.

"So how'd that thing get here anyway?" Becky asked.

"I've dealt with a few weather abnormalities when I was a Plumber," Max said. "Some aliens can represent themselves as elemental beings."

"Like Heatblast?"

"Similar," Max admitted.

"I'm not sure that was an alien," Allison said, crossing her arms.

"Well if it was, Heatblast and Firecracker just sent it out of sight. That means we can go to the Sumo Slammers convention in Milwaukee! New Digi-Downloader here I come!"

"We already had that discussion. We came to Royal Woods for the Music Festival."

"That is _so_ not fair!"

"Fair? This entire summer, we've gone where you guys wanted to go, Benjamin."

"What about Aunt Vera's house?" Ben argued. "That wasn't our idea."

"But you ended up having a great time," Jen said, crossing her arms.

"Yeah, you're right about that, but-"

"You know I've waited all summer to see Shag Carpeting," Max said, showing the album of said 60's rock band.

"Those guys make Wildvine look normal! Besides, who listens to records anymore anyway?"

"That's not the point!"

"Actually, you're right," Ben said. "The point is what's more important? Getting a new music pocket that some sea alien trashed and we kicked butt on or staying here just because you said so!"

"Girls, explain it to him!" Max and Ben shouted at the four helpless girls before them as they all widened their eyes and nervously twiddled their thumbs.

"Um..." Becky said.

"You just don't get it!" they both shouted before groaning and walking away.

"I'm going to go find the Louds," Jen said.

"Right behind you," Allison said as she and the others followed Jen around the festival.

* * *

S.A.M.'s cranium lie on the ground where Patchy glared and he picked it up and brought it into the news van where he brought a screwdriver up to it.

"I created you," he said. "And now it's time I destroy you."

 _"Wait,"_ S.A.M. said. _"By readjusting my circuitry, you have helped me to molecularly alter the weather. I'm not just some gimmick anymore. Now I am everything you always wanted me to be."_

"It's too late for that," Patchy said. "You're a danger to not just Royal Woods, but the whole world as well."

 _"It's all about image. And without me, you'll just be another pretty face. Now, do you still want to make it rain?"_

Patchy looked deeply concerned in thought at that.

* * *

Jen and the others looked around for the Louds and looked amongst the booths in wonder at just how many artists and genres were represented in this festival.

"Wow," Jen said in wonder. "It's like they have everything here. Polka, punk, rap, rock, reggae, country. It's a total world beat."

"More like a total world bore," Ben said as Allison shot him a dirty look.

"Hey," Ben said as he looked to see the Louds gathered in front of the area. "That's them. They're at the Mick Swagger autograph booth."

Luna was going absolutely crazy when she stood in front as Max showed up by them to see the adjacent Shag Carpeting booth.

"Hey, the Shag Carpeting autograph booth. Who wants to go with me?"

"I'd rather brush Vilgax's teeth with my tongue than get those fossils' autographs," Ben said with a glare, crossing her arms.

Allison glared and pushed him out of the way. "We're going to go look around the festival some more. We'll meet you afterwards, Max."

"Okay. Meet me back here at 3:00."

"Could you be any ruder?" Gwen glared at Ben as he scoffed.

"Hey, if Grandpa doesn't care what I want to do, why should I care about his dumb band?"

"Hush!" Jen said as they saw Luna geeking out and holding her guitar to her cheek as she had just gotten it autographed by her biggest idol.

"I can't believe it! I actually got him to sign it!" she said as Lincoln smiled.

"You're lucky you kept it bottled up," Lynn said. "He might've given you a restraining order if you got too close."

"True, true," Luna said, calming down as they heard the sound of a throat clearing as they saw the five kids they met earlier standing with a smile at the area between the booths.

"Hey, guys, what's up?" Lincoln asked as Jen smiled.

"Guys. We need to talk, in private."

"Okay..." Lynn said as the sixteen kids walked into an open area with no one else in sight as Ben sighed.

"Okay, I don't know how else we're going to say this so we'll just say it. We know you're the L-Crew."

At that moment, all of the Louds jaws dropped open and they instantly started stammering and Lori stopped.

"What are you talking about? We're not the-"

"Save the dramatics, Lori," Allison said. "We saw you enter from the stage after we defeated that water monster."

"Once I put you in my head next to the L-Crew, everything came together," Jen said as that one word stuck out in the Louds' minds.

"...What do you mean 'we?'" Lola asked as the twins looked to each other and smirked.

"I think we should probably mention that," Jen said as she and her brother adjusted their watches and immediately activated their Omni-Suits, leaving the Louds stunned at that as the Omni Twins nodded.

"You-you- you're the Omni Twins?" Lana asked as they nodded.

"In the flesh," Ben said. "We superheroes have to stick together."

Lisa then looked to the visiting heroes and then back at her siblings and crossed her arms.

"Headquarters. Now."

"Yes, ma'am," Lincoln said as they gestured them to the van next to them.

"I don't think there's room in there for all of us."

"Good point," Lisa said. "Lori will pick you up after driving the rest of us to it."

"Sounds like a plan," Becky smiled.

* * *

About an hour had passed and the group was now settled in the L-Crew headquarters.

"So," Lisa said back in the headquarters as the group sighed as she examined Ben and Jen's Omnitrixes with a fixated look on her face. "The Omni Twins are no more than two kids like us."

"Yeah, pretty much," Jen said with crossed arms as Gwen, Becky and Allison examined the base around them with a whistle.

"Nice place you got here," Becky said.

"I can't believe that a place this awesome was made by 11 kids," Gwen said with an eye roll as Allison sighed.

"Tell me about it," Allison said. "Our headquarters is an RV."

"How did you guys make this place?" Ben asked.

"That's a question that would best be answered by Lisa," Lincoln said with a smile.

"Simple, I found this place while I while collecting some soil samples until I found what was going to become our base." said Lisa. "For some reason Royal Woods has forgotten this warehouse and train yard."

"This place also has a train yard?" Jen asked.

"Yeah it's where we practice our powers and stuff." Lincoln said.

"Not bad for a bunch of Osmosian kids," Allison smiled.

"Os-whatians?"

"Osmosians," Allison replied. "They're a subspecies of human that have a unique genetic component in their DNA that gives them unique abilities. Every Osmosian has a different ability that few others share. For example..."

She reached out her hand to one of the machines and then coated herself in the metal, much to the other's awe as she smiled.

"Me and my brother Kevin's power is absorbtion. I can absorb and coat myself in any material to apply an armored force to me."

"We know a certain other... Osmosian... that can do that. His name is Armor," Lori said.

"Yeah?" she asked. "But can he do this?"

She then focused as she stuck out her hands and then morphed them into maces with a smile as the others all awed at that.

"...Not that we know of," Leni nodded as Allison dissolved her armor.

"Now it's your turn," Lori said to them. "Tell us how it started with you?"

"Well, it all started on the first day of summer vacation," Ben said. "Me and Jen were at a camping ground and then me and Gwen got into a huge argument and I ran off into the woods to get my frustrations out. Jen went after me to make sure I was okay."

"Then, when I catch up to him, this comet comes shooting down from the heavens right in front of us," Jen said. "Well, we thought it was a comet, but it was actually a pod from space that opened up in our presence."

"And before we know it," Ben said as he and his sister showed the Omnitrixes. "There we were. With these."

"Fascinating subjects," Lisa said as she looked at them in awe. "I must study them."

"Sorry, Lisa," Jen said. "Even if we wanted to, we couldn't let you have them. These things bind themselves to the wearer's genetic structure and they're effectively locked onto our wrists."

"Bummer," Lisa sighed.

"What about your energy powers?" Lola asked as Jen illuminated her hand in pink energy.

"I honestly don't know," Jen said. "We were attacked one day by some high-tech biker thugs and they just suddenly activated completely involuntarily. I guess I was born with these powers and they just needed the right push to come out."

"Just like when we got our powers after the explosion," Lana realized.

"Yeah I caused a prank on Lori and she had an "I'll kill you" look," said Luan.

"For me, when I got ready for my date with Bobby within a minute," Lori said.

"Heads up, it's really mushy," Lynn whispered to Allison, who nodded.

"Tell me about it," she said.

"So how did this explosion happen?" Gwen asked.

"I created a device that can warn us anything that enters our planet's atmosphere. But my siblings wanted to turn it off, but it ended up exploding and the energy from the device gave us our powers, which are based on our personalities." Lisa explained.

"Oh?" Ben asked. "Explain."

"I got super speed because I have a tendency to rush through everything, having a boyfriend, having to look over ten younger siblings, having a job at an arcade, etc." Lori said.

"I have the power to split myself because I'm always split when it comes to my choices in fashion," Leni said.

"I have powers over electricity because I have a rather electrifying personality, especially when it comes to my music," Luna said.

"I have invisibility because when it comes to my jokes, you never see them coming," Luan said. "And I can't quite explain my force field powers."

"I have super strength because I've always relied on my brute strength for everything," Lynn said.

"I have powers over fire because I've always had a huge temper when it comes to the stress of everything in my life," Lincoln explained.

"Two words, cold shoulder," Lucy said with a sigh.

"I've always had a great connection with animals, which explains the shape-shifting powers," Lana said.

"I've always fancied myself a princess, so my powers involve the generation and shaping of crystals," Lola said, checking herself in the mirror.

"My extremely powerful mind has always gotten me through the worst of situations," Lisa said. "Therefore, my powers involve telekinesis and telepathy."

"Oh, so you could tell that we knew your secret the minute you walked off that stage," Allison said.

"I knew you were the Omni Twins as well. There's no secret you can keep from me," she said.

"And Lily's plant powers?" Gwen asked.

"We can only assume it's because her name is Lily and a lily is a type of flower," Lincoln said as Allison immediately cooed and picked up the baby as she giggled to them with a smile as Jen smiled and sat back in a chair.

"I can get used to this place," she said with a smile.

"Ah, new guests," a voice heard and they looked to see an old man with a brown robe, sandles and a short grey beard walked up and Ben and Jen nodded.

"Yeah..." Ben said. "My name's Ben Tennyson and this is my sister Jen, our cousins Gwen and Becky and our good friend Allison Levin."

"You may call me Soothsayer," he said with a bow to them.

"Wait, Soothsayer?" Gwen asked. "As in the ancient sorcerer who used to be part of the Eleven Masters?"

"How do you know about that?" Lana asked.

"I didn't," Gwen said. "I do a lot of research into magic. One of the biggest legends I've come across was that of the Eleven Masters. But there's never been any proof in the modern day that they even exist."

"Oh, they're real alright," Lori smiled. "In fact, we even trained with them."

"The training worked us to the bone, but it was worth it in the end," Lincoln said as he showed his arm to reveal the tattoo of a wolf while his sisters revealed their tattoos of a cheetah for Lori, a crane for Leni, an eagle for Luna, a hyena for Luan, a gorilla for Lynn, a raven for Lucy, a monkey for Lana, a peacock for Lola, an owl for Lisa and a badger for Lily.

"These tattoos are symbols of our training with the eleven masters and we can communicate with our spirit animals whenever we want," Lisa explained to the others. "Luckily for us, only people who are aware of the temple's existence can see them."

"That is wicked," Becky said as she nudged her sister. "Show them your's sis?"

Gwen nodded and rolled her sleeve up to show the tattoos of the Charms of Bezel on her sleeve.

"Are those... the Charms of Bezel?" Soothsayer asked and Gwen nodded.

"They sure are. The real charms were taken away by a friend of ours from another dimension and I was given these. They symbolize Fire, Luck, Levitation, Reincarnation and Telekinesis. And this last one is the Keystone of Bezel, which enhances my abilities by tenfold. They're very dangerous if they fall into the wrong hands, which is why these tattoos can't be removed," Gwen explained.

"Now _those_ are tattoos," Lynn said as they admired Gwen's arm.

"Yeah, yeah. I'm lucky that my illusion spell still holds up on this thing."

"Those Eleven Masters sound awesome," Ben said. "I sure would love to meet them someday."

"Who knows?" Lori asked. "Maybe you will one day."

* * *

Back at the music festival, Patchy was setting up S.A.M. again against his better judgement.

"Get ready to go live," Patchy said as he handled his remote.

 _"Everyone in Royal Woods will remember you forever, Patchy,"_ S.A.M. said.

Patchy nodded and then pressed the button on his remote, which sent S.A.M.'s cranium shooting up into the sky.

 _"...but for all the wrong reasons."_

Black storm clouds formed around Sam and started taking shape into a monster.

Pink lightning flashed all around and the crowd looked up and gasped immediately upon seeing another monster attack the festival.

"No!" Patchy said as he fiddled with his controls again. "I can't control it! It's over, do you hear me, S.A.M.?!"

 _"Actually, it has just begun,"_ replied S.A.M. as he flew off and shot lightning everywhere, which did not escape the cameras nearby.

"Where are those kids?" Max wondered as he looked out and pressed a button on his keys.

* * *

An alarm sounded off at the L-Crew's base and a red light flashed immediately.

 _"Alert! Alert!"_ Martha sounded out as everyone looked to the giant computer in the room to see a huge storm monster flying through Royal Woods.

"Another one?" Lola asked in awe.

"Two weather monsters attacking Royal Woods in the same day? That can't be a coincidence," Jen said.

"To the L-Jet!" Lori said as she and the others pressed their watches and changed into their hero outfits.

"We're coming too!" Ben said as he and Jen suited up.

"The more the merrier," Miss Appear said.

"Wait," Prodigy said as she handed out watches to Gwen, Becky and Allison. "Take these. They'll let you change into your hero outfits instantly."

"Thanks," Gwen said as she pressed the button along with the others to change into their hero costumes.

"Today, we're going to have to get by with a little help from our friends," Amplifier admitted as they all ran towards the L-Jet in the base's garage.

* * *

In a nearby house in the neighborhood, a little Latin-American girl looked out the window with worry at the giant lightning monster looming overhead. She had dark tan skin, black hair worn in a ponytail, freckles on her cheeks, and two buck teeth that stick out of her mouth. She wears a purple hooded sweatshirt, jean shorts, a white tank top, and purple shoes with light pink socks worn high.

"Oh man," she said before glaring and looking out and she called her for older brother. "Bobby! Come here!"

"Yeah, Ronnie Anne?" said a voice that walked into the room.

Bobby was tall as Lori. He had tan skin, and black hair with a tuft combed upwards. He wears blue jeans, brown shoes with multiple white stripes, a black belt with a gold buckle, and a cream-colored T-shirt under a green unbuttoned shirt.

"I don't know why all these monster attacks are happening today, but it seems that a lightning monster is attacking Royal Woods," she said. "And on top of that, it seems that the Omni Twins and their friends are here in town and they're all buddy-buddy with the Louds."

"Man," Bobby said, crossing his arms. "We're superheroes. We can't sit here and do nothing."

"I know. But the Louds don't know that we're Surge and Armor, plus they don't trust us. What if the Omni Twins don't either?"

"We're going to have to take that risk if we want to help," Bobby said. "If they don't trust us and we want to help, then that's their problem."

"Fine," Ronnie Anne said.

Bobby then went over to her closet and tossed her a scarf and smiled.

"Let's do this," he said as he pulled a beanie out of his pocket.

* * *

Elsewhere in town, a 17-year old girl was sitting in her house babysitting her adopted baby brother with a smile and played with him as she smiled.

She bore a striking resemblance to Lori, except she has longer blonde hair that points to her right side. She wore a purple headband, a purple shirt with a white collar, a brown skirt with a checker pattern, and brown shoes with purplish socks worn high.

"It's nice to spend some quality time with you, Timmy," she said with a smile. "Since Mom and Dad are attending the music festival today, I have babysitting duty."

Tommy just babbled and she couldn't help but feel her heart melt at that and she hugged him to her chin when she saw a flash of pink lightning and she gasped when she saw the lightning monster outside her window.

"Dang it," she said as she sighed. "I can't leave Timmy alone, though. And it has to be to someone who knows my secret... wait. I have an idea."

* * *

Soothsayer stood in the base watching the attack with a teddy bear walking up to him.

"So, how do you think these Omni Twins will fare with the Louds?" he asked.

"They seem perfectly trustworthy," he said. "I think they'll be great allies for the future."

They then saw the camera at the front of the door and Soothsayer looked with a nod. "It's Carol. Hide."

Mr. Cuddles nodded and hid behind the nearby couch as Soothsayer let Carol in.

"Soothsayer," Carol said as she walked inside. "I want to help fight the monster in the city, but my parents are attending the music festival. Can you please do me a favor and watch over Timmy for a bit?"

"Of course, Carol," he said. "I think I can help you easily. It's not like he's going to tell anyone."

"Thanks," she said as she handed her little brother over to him.

"Let's see," she said as she paced around. "The city is obviously still scared of me as to what I did as Carolborg... I guess it's time for a new look."

"Didn't Lisa give you that hologram program so no one would know that you're a cyborg?"

"You're right," she said. "I wonder..."

Carol then sighed and closed her eyes, focusing intently as an image popped into her head. That was when her clothing shimmered in everyone's view and changed before their very eyes. She was now wearing a purple sleeveless shirt with a CG on the front in a gear shape, a purple mask on her face, purple gloves and steel-toe combat boots with a purple cape around her waist with a smile.

"This is awesome," she said with a smile as she looked over her new outfit.

"But you'll need a new hero name," Soothsayer said to her as she put a finger to her chin.

"How about... Cybergirl?"

"Great name," Soothsayer said as he opened the door.

"Thanks," she said. "Gotta run."

She then activated a jetpack that appeared out of her back and she flew off.

* * *

In the L-Jet, the group looked outwards at the appearance of the land before them as Amplifier heard a beautiful singing from the back part of the jet.

She then stood up and walked forwards, wringing her hands with a shrug before she opened the door and saw Jen singing her song with a smile on her face.

 _"I swear I don't know if I'm coming or going... but you always say something without even knowing..."  
_

"Dude!" Amplifier said as Jen gasped and immediately zipped her lip with a shout.

"Oh, Luna? What's up?" she nervously asked.

"Jen, you..." Amplifier began. "...have the voice of angel!"

"You really think so?" Jen asked as Amplifier spied a nearby notebook and started rifling through it.

"Did you write all these songs? These are better than anything I've ever written."

"Really?"

"Sure," she said. "My songs are all about rocking out and have a good time. Yours aren't."

"Yeah," Jen sighed nervously. "I always liked to appeal to what people have inside of them. My songs are about love and pain and all that stuff."

"Dude, you have to present that at the raffle tonight!"

"*sigh* Luna, I have a confession," Jen said, wringing her fingers together. "I've never actually performed in front of anybody in public. Just for my family a few times. I think that I'm afraid of making a fool of myself."

"You must be joking," Amplifier said, taken aback at that. "But you sound so professional."

"And you're better on stage than I am," Jen said. "You'll be better on the stage than I would be. I want you to perform this."

"But I don't have your voice," Amplifier said. "Your songs were written by you for you. I can't sing."

"But this festival if full of famously recognized bands and singers. If you perform this, they'll notice you for sure. You'll become a legend in the music world just like you always wanted to be."

Luna sighed and shook her head. "Okay. I'll try to do your song justice."

"Guys, we've caught up to the monster," Speed Queen said as Jen put her helmet back on and they looked out to see the monster.

"Hey, look!" Multiple Girl looked out to see Cybergirl flying down below and helping people by flying them to the rooftops with her jetpack and helping out.

"We're going down there!" Parkour said as she, Prodigy, Matter Girl and Huntress jumped down onto the rooftops before leaping to the floor to help out the civilians.

* * *

Bobby and Ronnie Anne, or Surge and Armor looked out to see Matter Girl breaking off the doors of cars and helping the trapped driver out of it before she helped.

"Um, bro, I think you got ripped off," Surge said as she floated in the air, coated in her golden energy.

"Let's see what she's all about."

Matter Girl dodged the lightning blast before she absorbed the metal from a nearby streetlight and shouted out as she ran after the jet from below with Parkour leaping on the rooftops towards it as Prodigy tossed nearby objects at the cloud.

"She may not be original, but she's good," Armor said as he ran over to the Osmosian with a smile.

"How's it going?" he asked. "I'm Armor."

"Matter Girl," she said simply as she side-stepped and avoided a matter blast.

"New in town?" he asked as he jumped and avoided the blast that came by him.

"You could say that," she said as he absorbed the rubber from a ball in his pocket as he smirked to her. "But I'd like to see you do this."

She then focused and her arms morphed into blades, leaving Surge and Armor stunned as she sliced clean through the falling debris near her as she casually avoided it.

"Great meeting, you," she smirked, running off. "Just help the people. I'll be with the L-Crew."

Amplifier and Firecracker along with Firefly, who was carrying Crystal Princess on her back, and Wildgirl in eagle form leaped out of the L-Jet and flew in close to S.A.M. as they glared.

"We have you now!" Firecracker shouted as they flew in.

"I don't think so!" S.A.M. shouted as he shot out some lightning and blasted Firecracker, who instantly flew back before Cybergirl zoomed in and caught him.

"Thanks, Carolborg," he said.

"Carolborg is dead," she smiled. "From now on, call me Cybergirl."

The group landed and regrouped on the ground where the others met them.

"A cyborg?" Matter Girl asked, looking at Cybergirl.

"It's okay," Crystal Princess said. "She's a friend... although she used to be an enemy."

"How are we going to stop this thing?" Lucky Girl asked.

"We need to find a way to short out it's lightning," Huntress said.

"Wait," Prodigy said. "I remember that in winter, they salted roads to melt the snow to make them safe for driving on."

"So?" Miss Appear asked.

"Salt is made of sodium," Lucky Girl said. "And that can short-circuit this thing's electricity!"

S.A.M. still hovered overhead. _"Royal Woods baseball stadium. Today's forecast calls for destruction!"_

It destroyed a sign of the Channel 4 news team and Patchy's van avoided the debris as he chased it down.

"'Build yourself a robot partner, Patchy, it'll be great for the news action team," he mocked his bosses. "'Sure, boss, whatever you say.'"

Omni-Green, meanwhile, morphed into XLR8 and Prodigy looked to him.

"Guys," she said to him and Speed Queen. "That thing's not a solid mass. Almost none of our powers can hurt it. You'll have to redirect it into those salt trucks with your speed."

"On it!" Speed Queen said as she looked to XLR8. "Try to literally keep up, okay?"

She and XLR8 then ran off at top speed with the others just watching.

"Guess all we can do is wait," Firefly said as she sighed and sat down at a nearby electronics store with TVs in the window.

The two speedsters sped off, faster than S.A.M. as they approached the highest tower in the city as they smirked to each other as XLR8 opened his visor.

"I hope you're ready for this," Speed Queen said.

"Born ready."

"One accelerated funnel coming up!" Speed Queen shouted as they both leaped off of the building and into the cloudy mass before they spun their bodies around rapidly and formed a funnel, breaking up the cloudy mass and sending S.A.M. spiraling into the salt trucks before it sparked out and died.

Exhausted, the pair of Speedsters fell down to the ground where Parkour immediately shot up and caught her sister with a shout and landed as Firefly caught her brother and set them down near the group as Cybergirl checked on her best friend.

"You okay, BFF?" she asked as Speed Queen sighed and groaned upwards.

"Yeah, I'm alright," she said. "I'll live."

Firefly and XLR8 pressed their Omnitrixes down and transformed back to their normal forms.

"Great job, guys," Firecracker said with a smile.

"Yeah, that felt good," Omni-Green said with a smile as they all regrouped with a smile.

"I feel bad for Grandpa though," Huntress said as she sheathed her spear. "The concert is ruined after not one, but two monster attacks."

"Yeah, probably," Cybergirl said. "I've got to go back to the base. Timmy's probably waiting for me."

She then activated her jetpack and flew away from the area.

"Guess we should head back to the festival too," Multiple Girl said as they headed to the L-Jet and flew off just as the news van showed up.

Patchy exited the van with a crowbar and approached his former companion.

"Fool me once, shame on you, S.A.M. Fool me twice, shame on me," he said. "It's time you went offline for good."

 _"I can't let that happen, Patchy,"_ S.A.M. said. _"You started this and now I need to finish it, whether you like it or not."_

S.A.M. then let out a massive surge of pink lightning and let out a huge energy burst as the clouds surrounded him and Patchy stood in absolute shock as he was trapped in the energy field.

* * *

Back at the festival, when everyone had changed back to their normal attire, they wandered to the area and Luna looked up to the raffle booth and she sighed as Jen nodded and put a hand on her shoulder.

"Go ahead. You have my complete approval," she smiled as Luna sighed and handed over her name and the song on a sheet of paper to the booth before she sighed and Max walked up to them.

"Sorry you didn't get to see Shag Carpeting, Grandpa," Gwen said.

"It's alright," Max said. "I guess I'll have to see them at their next 20-year reunion."

That was when the nearby radio immediately spoke up.

 _"Due to popular demand, the Shag Carpeting concert with the raffle contest will go on at the music festival which has seen its fair share of destruction today! Long live rock!"_

"Well, how lucky are we?" Max asked.

"Is that a trick-"

Becky shut Ben up by slapping his hand over his mouth.

"Guess we'll see how it goes tonight, guys," Lori said as she crossed her arms.

* * *

That night, the entire crowd had gathered into the area next to the park as everyone cheered as they gathered in the area.

"I never thought this many people would be excited for a band like this," Jen whispered to Lynn, who nodded.

"You're telling me. Even Luna's not even that big about Shag Carpeting," she said over the roar of the crowd and Ben and Lincoln sighed as they looked to each other.

"So, where's the white hair from?"

"None of us really know," Lincoln said. "I had it since I was born for some reason."

"Right on!" Max said. "Isn't this just the grooviest kids?"

"Ugh," Leni said before looking to Gwen. "Forgive me, Gwen, but your grandpa is totally out of it. Seriously, who wears Hawaiian shirts anymore? It's so 20 years out of style."

"No offense taken," Gwen said. "Trust me, we know."

The lights on the stage went out and Shag Carpeting's two guitarists appeared and played wickedly and the drummer and keyboard player and played massively when the front man, dressed like Sgt. Pepper, jumped off the stage, grabbed his microphone and nodded to the audience.

"No way!" Max called. "It's the opening to Twister Alley!"

"When does Mick go on?" Luna asked as she crossed her arms.

They suddenly heard the sound of the wind picking up around them and Lola gulped and approached Jen.

"You don't suppose that every time they play that song, an actual twister starts?"

"I can't imagine that it does, Lola," Jen said as they looked backwards.

Everyone, including the band, immediately ran off as the tornado appeared and from the wind and rain appeared an even bigger weather monster than the other ones before. It was in the form of a giant bloated monster made up of water with sleet, salt and earth chunks in it.

It shot down a beam of lightning and destroyed a nearby booth as Ben and Jen and Lincoln gasped upwards.

"Oh my goodness," Jen said.

"I've never seen anything this crazy," Lori said to the group as they all gathered.

S.A.M. glared downwards and focused before it let loose a ton of weather monsters from its own body with glowing purple lights in their heads. They were made up of water or earth or wind and all glared outwards and flew and ran all around Royal Woods as Patchy stood stuck in the monster's head.

"You've got to stop!" Patchy shouted.

 _"Only when I get my revenge on those who stopped me before."_

"Not if we have anything to say about it," Ben said as they all ran towards an empty open area. "We can handle this, Grandpa. Take cover!"

"Of course, Ben," Max said as he ran away from the group.

"Seriously, guys! What is with the weather in this town?!" Allison shouted above the wind.

"I don't know! It's like that robot's become a combination of every weather anomaly ever!" Prodigy shouted.

 _"If you superheroes think you can stop me, think again!"_

"A weather monster with the grasp of the English language. That's not something you see every day," Leni told them.

"Less talking, more saving!" Ben shouted.

The 16 heroes looked up to see the giant weather monster stomping through Royal Woods and his minions of weather based monsters roaming the streets and terrorizing the citizens. They then activated their watches, changing into their superhero suits and huddled together into a circle on the stage.

"Okay, this is bad," Omni-Pink said with a gulp as she looked to the others. "Prodigy, you're smarter than any of us here. Do you have any ideas of what to do about this thing?"

Prodigy then looked up to see S.A.M. at the base of the giant weather monster's head, which was glowing with a red light and then she looked to see his minions had the same glowing lights in their eyes.

"Okay," she said. "I saw that the weather robot shoot up into the air."

"And the weatherman, Patchy Drizzle was at the salt truck when we were!" Firecracker realized.

"That robot has got to be the source of that monster's power," Huntress theorized.

"And if I'm right, the other smaller monsters seem to be powered by him too by what I believe to be a radio signal of some sort."

"Okay," Parkour said, cracking her knuckles. "We don't have to take them all out. We just have to take out the giant one."

Lucky Girl then put her hand on Parkour's shoulder and shook her head. "It's not that simple, Parkour. We need to take out the other monsters before they destroy the town and everyone in it."

"And any attack that we throw at the big one, it can instantly block it. It has plenty of choices since it controls the weather."

That was when Wildgirl suddenly heard the same humming sound coming from it and put her hands to her ears and groaned.

"Man, that humming's getting really annoying!" she shouted.

"That's it!" Matter Girl shouted. "That robot's the one that's been sending out that humming."

"And that's how it controls the weather," Crystal Princess realized.

Prodigy then nodded as she went to the sound booth and adjusted it the knobs to the speakers

"All we have to do is send out a sound on the opposite end of the frequency spectrum."

"And if Amplifier gets close enough to the monster..." Speed Queen said.

"Then maybe the right frequency from her guitar can shut it down!" Crystal Princess exclaimed as Amplifier nodded.

"Hmm... Now the pressure's on me now, huh?"

"Sure is," Omni-Green said as they nodded.

"But we still need to take out the monsters that it's spawning before they destroy the town," Parkour responded as Omni-Pink cracked her knuckles and Speed Queen turned to her with a bow.

"You're our guest here, Jen. I'll let you have the floor," she said.

Jen smiled back at them and turned to the others.

"Okay, listen up people," she said, putting on her game face. "Until we can shut that robot down, we have to prevent the monsters from getting out of Royal Woods. Lucky Girl, I want you, Black Ice and Firecracker to take the rooftops. Keep your eyes on everything. None of those monsters escape you."

"Got it, cuz," Lucky Girl said before her Levitation Charm tattoo glowed and she levitated herself up as Black Ice froze an ice path that she slid away on and Firecracker used his jet propulsion to fly away.

"Speed Queen," Jen said, turning to said speedster. "You take the perimeter. No one and nothing gets past you. Anything gets more than 5 blocks outwards, turn it back or destroy it."

"Yes ma'am," Speed Queen said as she sped off.

"Matter Girl," Jen said. "Take Crystal Princess and Miss Appear with you to the west side of the town to try and contain the monsters. Huntress, Wildgirl and Multiple Girl take the east. Ben, Greenthumb and Prodigy will protect me and Amplifier as we try to get to the monster to shut it down. And Parkour?"

Lynn turned to Jen as she nodded.

"Go nuts."

Parkour then smirked and leaped away, whooping all the while as she smashed the ice and water monsters by her left and right using nothing but her bare fists and brute strength to blast the rock monsters apart as Jen morphed into Battlefly while Ben morphed into Four Arms with a glare.

"Alright, let's move out people!"

"Yeah!" The heroes all shouted as Matter Girl, Crystal Princess and Miss Appear ran to the east and Huntress, Wildgirl and Multiple Girl ran west.

Four Arms, Prodigy and Greenthumb stood with Amplifier and Battlefly as they looked up at the giant weather monster looming over them.

"Ready for this, bra?" Amplifier asked as Battlefly cracked her joints and looked up at S.A.M.

"I've been ready ever since this thing ended up on my wrist."

"Come on, people, let's do this!" Four Arms said, banging his fists together as Amplifier and Battlefly flew upwards with a shout of effort as Greenthumb grew massive plants around the group and Prodigy lifted up several rocks with her telekinesis as they glared at the rock monster looming overhead.

* * *

Lucky Girl, Firecracker and Black Ice ran across the rooftops of the city, shooting down flying monsters with their spell blasts, fire blasts or ice blasts respectively.

Black Ice froze herself a path of ice above and shouted out as she froze herself two ice swords and sliced through some flying rain monsters with them before she turned around and froze another one solid so that Lucky Girl could pounce up and blast it to pieces with her bare hands and she looked out at the others with a smirk.

"Not bad," Black Ice smiled.

"Not bad yourself," Lucky Girl said as she backflipped and activated her Luck Charm as she hand-flipped onto the next rooftop and looked down at the monsters clouding the skies overhead.

"Hang on," Firecracker said as he shot himself forwards in an aura of fire and blasted the rock monsters dotting the building apart with his powerful flame blasts and then shouted out as the aura of the wolf behind him flashed and he broke them apart.

"Nice one, Lucky Girl smiled as she looked down at the rock and ice monsters below. "Now it's my turn."

She shouted out as her hands glowed with blue energy and she gave out a shout. _"Terra Tremo Eradico!"_

Her fists hit the ground and she shouted out as she created a small crater in the Earth's crust, where all the monsters instantly fell before the crust closed back up.

Firecracker and Black Ice could only stare in awe as she leaped back onto the rooftop as Black Ice held out her hand.

"Behind you," she said.

Lucky Girl ducked as Black Ice froze the rain monster behind her and Firecracker punched it into smithereens that rained down to the ground.

"Didn't see that coming."

The camera shifted to down below as Speed Queen rushed by at lightning quick speed. She was not going to let any of the monsters get past her as she covered 5 miles in a second.

She ducked and tumbled under some monsters punches before she leaped up and bashed a rocky monster into pieces with only her lightning-quick kicks. She then ducked below an ice monsters mace before she instantly got on her hands and blew it apart by imitating Chun Li's signature Spinning Bird Kick, breaking it apart as she shouted out and continued running the perimeter as the camera zoomed in to the side of her to show Parkour along with Matter Girl, Miss Appear and Crystal Princess battling their own monsters.

Matter Girl stuck out her hand and absorbed some of the pink crystal from Crystal Princess' armor and shouted out as she morphed her hands into hammers and ran forward, bashing the monster's heads in with absolutely no regard for mercy as she smashed, sliced and bore her way through every monster that even attempted to get in her way.

Crystal Princess shouted out loud as she formed a crystal armor around herself before she swiped her hands outwards, sending a flurry of pink crystals outwards, which shattered and bashed against the monsters in front of her. She then formed a crystal sword and hammer in each hands as she shouted out and smashed and sliced through her own monsters just the same as Matter Girl, who she showed up next to with a smile.

"You totally stole my moves!" she said with a smile.

"Watch yourself, Princess!" Matter Girl shouted as she dodged a rocky punch. "You know how we do it in New York!"

"Ooh, New York girl," Parkour said as she tumbled to avoid some icy projectiles. "You'd better listen to her."

"Fair point," Crystal Princess said with a sigh as the camera transitioned to Miss Appear disorienting a monster with her invisibility.

"Yoo-hoo! Over here!" she called.

The monster shouted out and tried to smash her, only for her to vanish.

"Come on! You gotta be quicker than that," she said as she reappeared behind the monster and he swiped and punched again, only for her to vanish again. "Oh, so close!"

This continued for a while as Miss Appear looked at her nails and sighed.

"Bored now," she said as she got a serious look on her face and shouted out as she focused and brought her hands together as the rocky monster suddenly stopped in front of her before she slowly brought her hands apart as a forcefield opened up inside the monster and slowly expanded until the monster broke apart entirely as pebbles rained down on her. "I guess that _blew up_ in its face!"

"Not funny!" Matter Girl shouted as she and Parkour continued smashing the ice monsters behind them as Matter Girl lifted up a huge boulder onto her shoulders and Matter Girl formed her hands into hammers and she shouted out and swung with all of her might as she swung them at the boulder, knocking it out of Parkour's hands and sending it flying outwards and crushing the remaining monsters in the area.

The two super-strong heroines started panting and breathing heavily as Matter Girl dissolved her armor before Parkour suddenly punched outwards, sending her flying to the side.

* * *

Cybergirl appeared flew through the sky as she morphed her hands into blasters and blasted apart the flying cloud and water monsters with a shout of effort with each as she looked through her cybernetically enhanced eyes that no one could take notice of because of her hologram.

She looked downwards to see Surge and Armor battling their own monsters as she flew downwards and landed in front of hers before she shouted and thrust her hands out, sending a flurry of rockets outwards and blowing them apart as she looked at Armor with a smirk.

"Carolborg?" Armor asked.

"It's Cybergirl now," she said with a smile as they saw a rather large rock monster behind them as Cybergirl and Surge looked at each other. "Double team?"

"You know it," Surge said, cracking her knuckles as her hands glowed in golden energy as Cybergirl morphed her hands into blasters.

"Now!" Cybergirl shouted as she thrust her blasters forwards and Surge sent out a huge energy blast from her hands, creating a powerful beam combo, which disintigrated the monster in front of them as they smiled at their handiwork.

"These monsters just keep on coming!" Armor shouted as he broke one apart with his brute strength after absorbing material from a nearby street light.

"By the way, Amror?" Cybergirl asked as he looked over her shoulder and she activated her jetpack. "You and your sister _really_ need new super suits."

"Tell me about it," Surge smiled as Cybergirl flew away, blasting more robots apart with her missiles and laser blasts.

* * *

Wildgirl stomped through the streets as a T-Rex and stomped and bit down on the monsters that she encountered as Huntress stood on her back, sniping the flying monsters down to the ground with her arrows, where Wildgirl stomped on them with a shout as Multiple Girl stood nearby with a smile and gave out a shout as she split herself into 20 and glared.

"Okay, girls. Ready?!"

"Ready!" her clones shouted as they all shouted out and ganged up on the monsters 2 at a time as they all started dodging their swipes and slashes before delivering powerful punches and kicks of their own as they shouted outwards and one of them jump-kicked one outwards into the stomping path of Wildgirl as Huntress shouted out as she leaped downwards and unsheathed the knives from her belt and broke one of the ice monsters into pieces as it blew apart.

She then took out her spear and started dealing with her own rock and water monsters with a grunt of effort as she ducked and leaped upwards before spinning her spear around and stabbing outwards with it, getting one rock monster in the chest before she gave out a cry of effort and swung it into another, shattering them both apart.

Multiple Girl smiled to her slyly. "You know, for someone with no powers, you're pretty super."

"Thanks, that's what I was telling you guys all along," she said as she aimed her bow behind her and fired an arrow, blasting an ice monster apart with a smirk.

Wildgirl and Multiple Girl were left stunned at what the normal human just did. Or, maybe she was more than normal.

* * *

Four Arms shouted outwards and slammed her fists down and created a rocky wall, which he then broke apart with a fist blast each as Prodigy took the fragments of rock into her telekinetic grip and she thrust her hand outward, sending a flurry of pebble bullets outwards into the monster's thick skin, which did nothing to damage it at all as Greenthumb look worried and thrust her hands out with a cry.

Large strong plants grew outwards from the ground around the monster and she tried to bind it with them with all of her might, but it was just too strong and broke apart the plants instantly.

"It's too strong!" Four Arms gasped.

"Those two had better hurry!" Prodigy said with worry.

Amplifier and Battlefly flew upwards in a hurry in electricity as they clutched their guitars around their necks.

"We've got to get as close to the monster's head as we can," Battlefly said as she flew upwards with all of her might as Amplifier surrounded herself with an electrical aura and matched pace with her as she held her beloved guitar in hand as she glared. "Are you ready?!"

"Like a cowboy on a steel horse, I ride!" Amplifier shouted over the wind.

"Excellent!"

"We've got one shot! We have to make it count!" Amplifier shouted. "Let's go!"

They then reached the monster's head and looked at the incapacitated Patchy just below S.A.M.'s cranium.

Patchy noticed the guitars in the heroes' hands. "Of course! You're planning on creating a frequency on the opposite end of the spectrum to short S.A.M. out! You're brilliant!"

"We're superheroes. It's what we do," Battlefly smiled.

"Punch it!" Amplifier shouted as she and Battlefly instantly started shredding as the water tendrils that went for them instantly dissipated and Battlefly smiled as she held the guitar pick in her hands and shredded just as hard as her new friend and she shouted out as the monster roared in pain as everybody on the ground covered their ears as they were assaulted by the noise coming out.

 _"You're giving me a headache!"_ S.A.M. shouted.

"What's the matter, bra? You feel like your head's gonna explode!?" Amplifier shouted out and let out one final shred of her guitar and the monster roared out in pain before pink light glowered outwards and the monster exploded outwards as Battlefly dug Patchy out with a wind blast and grabbed him before she flew downwards with a shout and Amplifier grinned as she used her guitar as a surfboard and shredded down the path of sleet that came by and they landed on the ground as the Omnitrixes timed out.

Everyone else came by from their battles and cheered outwards at Amplifier and Omni-Pink and she shouted out with a smile and the teams hugged them powerfully.

"That was amazing, Amplifier!" Firecracker shouted.

"I don't think even Mick Swagger could've shredded that hard," Crystal Princess said.

"And you were just as awesome, Pink," Omni-Green said with a smile and hugged his sister and she smiled back.

"Of course we can't count her out," Wildgirl said.

Patchy recovered and picked up the cranium of S.A.M. as the light finally died out, this time for good. He casually tossed it aside before turning to the 16 heroes before him as Surge, Armor and Cybergirl arrived in different areas and changed into their regular forms and watched with pride at the heroes before them.

Everyone looked out at the absolute mess that was made of the festival and groaned in disgust.

"Okay, there aren't enough baths in the world to clean up the mess that this caused," Prodigy said, crossing her arms and cleaned her goggles.

"From now on, I'll just be reporting the weather. Not trying to change it," Patchy said. "I guess there's nothing wrong with being just another pretty face."

"Yeah, we know," Multiple Girl smiled.

"But being a superhero doesn't hurt either," Lucky Girl smiled and everyone laughed.

"We worked great together," Omni-Green said with a smile.

"We sure did," Speed Queen said. "We should do this more often."

"Thanks, but we've got to hit the road after the festival," Huntress smiled. "Other places to be. Other things to do."

"We understand," Firecracker said. "But there's no reason we can't stay in touch later."

Speed Queen then smiled and handed them upgraded watches with communicators. "Consider yourselves honorary members of the L-Crew."

"Gladly," Omni Pink said as Prodigy handed them the twins the communicator chip, which they added to their Omnitrixes, which instantly absorbed the chips, much to their surprise.

They all then put their hands together in a stack and smiled to each other as the camera shined to each of their faces and they all smiled.

"And... break!" Lori shouted as they lifted their hands up from the stack with a cheer.

* * *

The crowd all cheered outwards as Shag Carpeting played their hearts out on the stage as they all whistled outwards and applauded.

Bobby and Lori kissed each other as Lola and Lana cheered outwards as well while Ronnie Anne and Lincoln also rocked out hard before they looked to each other nervously before hugging.

"So, Grandpa," Becky asked. "Are they as good as you remember?"

"No," Max said. "They're better."

The Louds and Tennysons and Allison looked closer to see Ben snapping his fingers and nodding his head.

"Ben Tennyson," Gwen slyly smiled. "Are you really rocking out to Shag Carpeting?"

"Actually, they're pretty cool... for a bunch of fossils," he said.

"Maybe we can head out to that Sumo Slammers' Convention once the concert's done."

"No rush," Ben said. "It's still open for three more days."

"Actually," Lisa said as she walked forward. "I don't think that'll be necessary."

She then reached into her pocket and showed the Digi-Downloader, now good as new.

Ben gasped as he took it. "How did you-"

"It only needed a new circuit board and some drying out. It was rather simple," Lisa said, pushing up her glasses as Ben gasped and hugged her.

"You're the greatest Lisa!"

"I know, I know," she said with a smile as Lori handed Jen a list.

"Here's our phone numbers and email addresses so that you can contact us whenever you want or we want," she said as Jen handed her a similar list.

"And here's ours," she said. "What are friends for?"

As the band finally finished up playing leaving the screaming crowd going absolutely bananas, the head of the festival took to the stage with a raffle bucket in his hand.

"And now for the final raffle," an announcer said as he turned the raffle wheel as Becky held Jen's hand and she looked over to see Luna sigh as she looked over and flashed her a wink and a smile as she sighed as the ticket was pulled. "Luna Loud!"

Everyone there cheered as Luna gasped and smiled as she ran up and grabbed her guitar case as the applause came up and Jen smiled and gave her a thumbs up from the crowd as Luna uncased her guitar and went to the mic with a smile as she nodded to the band that had set up behind her, who were given copies of the song as well.

"Hey, everybody," she said as she gestured to the crowd as she smiled. "You're probably wondering what song I picked for the raffle tonight."

The crowd murmured to themselves as she chuckled as her sisters, brother and her new friends all looked down from the crowd, proud. Especially Jen.

"Well, I think you should know," Luna sighed. "I was dealing with loss, pain, and all of that lately. You know what I mean, right?"

The crowd in front of her all mingled in agreement as her brother and sisters stood in the crowd along with the Tennysons and Allison.

"Well, I heard this song," Luna said. "And it blew my soul wide open. It lifted me up," she sighed as she looked down to Jen. "It rescued me. You guys are going to be the first ones to hear it tonight. It's called Every Day."

She then smiled as she turned to the band, who nodded and started to play the music with uplifting piano notes. Luna then opened her mouth to sing, but she suddenly hesitated as the band continued to play behind her. She tried to sing even one note, but after several seconds, she just couldn't bring herself to do it.

"What's going on?" Lori asked as Lincoln and the rest of the Loud family only looked on.

"I don't know," Lincoln said. "She's always so enthusiastic to play. Why isn't she now when the spotlight's on her?"

Luna then held her hand up and closed it to signal the band to stop playing. She then sighed as she looked to the very confused looking Jen.

"Jen, would you come up here please?" she asked. "Ladies and gentlemen, the writer of the song is here tonight and I want you all to meet her. Jen, come on up."

Jen gasped as she felt her heart beat rapidly in her chest as Luna only smiled.

"I'm not joking, come on up."

Jen could only stand up and slowly walk towards the stage as the crowd behind her started giving her applause as she walked up to the microphone and stood next to Luna as she smiled.

"I don't understand," Jen said. "You won. We agreed that you would use my song if you won because you deserve it more."

"It's not just the song that's special, Jen," Luna explained as she covered up the mic so no one would hear them. "It's you. This song isn't my song, it's yours. And this moment doesn't belong to me. It belongs to you. Take it."

Jen could only nod and smile as she hugged her new friend and Luna hugged her back before gesturing to the crowd.

"Jen Tennyson wrote this song, this beautiful song. And I want her to be the one to sing it to you all tonight for the first time ever. Jen?"

Luna stepped aside with her guitar as Jen stepped up to the mic and swallowed nervously before she balled her hands into fists. All she could do at this point was swallow her pride and do her best. And that was precisely what she told herself what she was going to do.

"This is for my brother," she said with a sigh before she looked back to the band and nodded.

The band immediately picked up as the pianist started playing the beautiful starting notes of the song as Jen turned to the her family, her new friends and the entire crowd of people in front of her and began singing, nervously at first.

 **"You could've bowed out gracefully  
** **But you didn't.  
** **You knew enough to know to leave well enough alone  
** **But you wouldn't."**

That was when Luna started strumming her guitar to the beat of the piano music behind her. As the song continued, Jen's confidence only grew and grew at the sight of her friends and family staring on as her voice picked up in pitch and tone as she smiled at them.

 **"I drive myself crazy  
** **Trying to stay out of my own way  
The messes that I've made  
But my secrets are so safe  
The only one who gets me  
Yeah, you get me  
It's amazing to me**

That was when the drummer behind her started to bang on his drums as the song went into the chorus and she gripped the microphone and started to belt out her voice, showing off her range.

 **"How every day!  
** **Every day!  
** **Every day!  
** **You save my life."**

"Wow," Lana said in awe at Jen's voice as Allison, Gwen, Becky and Ben all cheered and whooped as she sighed.

"No way," Lola said. "This girl is insane. She's hitting notes that Luna can only dream of."

"I told you she could sing," Ben said, nudging Lola as he cheered on his sister and Jen winked to him as she continued singing as the band played along with her, watching her cues.

 **"I come around all broken down and crowded out  
And you're comfort  
Sometimes the place I go is so deep and dark and desperate  
I don't know, I don't know**

 **How every day!  
Every day!  
Every day!  
You save my life!  
**

 **Sometimes I swear I don't know if I'm comin' or goin'  
But you always say something without even knowin'  
** **That I'm hangin' onto your words with all of my might!  
And it's alright  
** **Yeah, I'm alright  
For one more night.**

 **Every day!"**

As Jen held the note, Luna walked up and started playing her heart out of her electric guitar as the small sparks of lightning that emitted from her fingertips danced along the strings as Jen clapped along to her as she finished her solo as the music stopped as Jen prepared to finish her song as she nodded and closed her eyes.

 **"Every day...  
Every day...  
Every daaaaay!"**

She put her hand up and the lights shined down, revealing some backup singers behind the band as Allison, Ben, Gwen and Becky could all detect that the confidence that she was lacking before was now just oozing from her as she just belted out her powerful voice as she finished and the band immediately picked up the music as Luna played her heart out as well as the piano and drums going behind her..

 **"Every day!  
Every day!  
You save me! You save me!  
Ohhhh!"**

The backup singers started harmonizing behind her as the band, especially Luna, played their hearts out.

 **"Every day!  
Every, every, every day!"**

After about another minute, the band immediately stopped playing as Jen finally finished with a huge smile on her face.

 **"Every day  
** **You save my life..."**

As the final note escaped her lips, she slowly opened her eyes to see everyone in the audience immediately stand up and giving her a raucous amount of applause, the biggest ones coming from Ben, Gwen, Allison, Becky and Max as the Louds all cheered her on and Lori whistled at the young girl as she smiled and gestured to the audience.

"Thank you Royal Woods!" she shouted to the crowd as Luna walked over with a smile as she put her hand on her shoulder.

"Now you see why I asked you to perform over me," Luna said to her. "Your singing voice is just better than mine is. I don't have the powerful voice that you wrote that song for. You do."

"Maybe," Jen shrugged. "But my guitar skills aren't anywhere even close to yours."

"We need to do something together," Luna said as she smiled. "When I get my record deal, you are going to be the first one I call, Jen."

Jen could only smile as she nodded.

"Thanks, Luna," she said as she ran down the stairs and ran into the embrace of her brother as he immediately started to tear up as they hugged and he spun her around as the crowd only continued to cheer and applaud as the Louds all ran over to talk to her and lift her up as she started to swell up with pride as she only shook her head.

It was certainly a bright future ahead for both Jen and her family and the L-Crew. While no words were spoken, they knew that one day, they would meet again.

* * *

 **Next time on Ben and Jen 10:**

 **Return**


	36. Return

At the Digby Dairy factory in Dairyville, the security guard from before was asleep at his post and was snoring deeply with a groan before the alarm suddenly sounded, causing him to shoot up awake.

He went for his flashlight and turned it on before shining it through the darkness of the factory. He winced through before sighing.

"Probably just some kids looking for some free samples," he surmised.

That was when he heard the swipe of some claws and the alarm suddenly stopped abruptly. A growling was heard behind him followed by the shuffling of claws.

The camera then shifted to the alien werewolf from New Mexico sniffing out a scent before he kicked the door to the basement and went down the stairs to the cemented crater. It then sniffed at the ground and growled instantly before it swiped on the ground with its powerful claws, destroying the cement before digging out what it was looking for: a tall block of cement.

It then growled and split its maw open, letting loose its sonic howl, destroying the cement block and revealing the mummy, which still had the corrodium in its chest.

The mummy moaned and looked its friend in the eye as they only stared at each other before the flashlight shined on them.

"Okay, snack times over," the security guard said before realizing what he was looking at. "What the?"

The two monster aliens growled before purple lightning flashed down on them and they suddenly teleported away in the blink of an eye.

* * *

Meanwhile, underneath Cinnibar Castle, Scarlett was boxing onto a punching bag with her bare fists. She was wearing a scarlet red training bra and red sweatpants as she punched and kicked the bag with all of her might as she thought of her apprentice and cousin, the young princess Sofia of Enchancia and she punched at the bag as flashbacks flashed through her mind towards the final battle with the evil Victor Blum... her uncle and Sofia's birth father. The moment when she and Sofia landed the final blow together and all of the pain that horrible man fought through as she glared outwards and gave a final strong punch to the bag, picturing Victor's face in front of it and blowing it open with her last punch, spilling sand everywhere.

"You've been savage recently, Scarlett," said a familiar voice and Scarlett looked back to see Drake Flame standing there with a smile on his face. "Moreso than usual."

"Flame," Scarlett said as she dragged a new punching bag towards the hook. "Forgive me, but shouldn't you be having a meeting with that pretentious Time Patrol of yours?"

"Oh, they're busy," Drake said. "Our mutual teammate Bella, or Violet as she goes by now, informed me that you were granted immunities from the Time Patrol laws after your little Protector friends-"

"Leaders," Scarlett interrupted.

"Leaders," Drake said, glaring, "had their meeting with Supreme Kai of Time."

"The Protectors are one of the leading forces of magic in the multiverse," Scarlett said. "The multiverse needs us as much as they need you. So forgive me if I think that ensuring the protection of one of the components needed for the resurrection of the Master Anodite is a crime to you."

"You know that neither of us can defeat each other in a fight, Scarlett," he said as the two immortal warriors looked each other in the eye. "We're at a stalemate."

"Exactly," Scarlett said. "I'm still questioning that I allowed you to give Gwen Tennyson those powers."

"It was the right choice and you know it," he said as he cupped her chin and she breathed heavily before clutching her fists. "I think you need a vacation for a bit. You look tired."

Scarlett looked at her knuckles, which were now bleeding due to her intense workout on the punching bag and other stuff that was scattered around her base underneath the castle.

"Fine," she said, breathing heavily. "But I fear that there's something coming in Ben and Jen's dimension. Something that concerns us all."

"I'll take care of it," he said with a sly smile to her. "Sofia's right. You need a break. You've been at your work non-stop since you re-assembled the Scarlet Army."

He then opened a portal and stepped through it, leaving the warrior queen panting heavily as she stared back at him with hatred for him clear in her eyes.

* * *

The Rust Bucket drove by the area as Jen sighed as she sat by her laptop, doing a bit of Skype chatting with the Louds.

"Hey," she said, brushing her hair back.

 _"What's up, Jen?"_ Lynn asked with a smile.

"You know, just passing through the country, never a dull moment," Jen smiled as she strummed her guitar.

 _"W'eve had a ton of people asking us about the Omni Twins since you left,"_ Lori said as she checked her nails. _"Don't worry, we never told them anything about who you guys really are."_

"You're the best hero friends that we've ever had," Jen smiled to the Louds.

 _"You too,"_ Lincoln said. _"Other than Surge and Armor and Cybergirl, you're the_ only _other superheroes we've met."_

"I honestly wish we could say the same for you," Jen said with a chuckle.

 _"And be on the lookout on State Highway 81-A for_ a _prison buss that was reportedly taken over by the inmates,"_ the radio announcer said.

As if on cue, all of the occupants heard a jolt and glared outwards at the prison bus that sped down the highway with no regard for collateral damage to the passing cars.

"Uh, gotta go," Jen said. "Duty calls."

 _"We, like, totally understand,"_ Leni said as Jen closed her laptop and the kids activated their watches, changing into their super suits.

"Those cons picked the wrong bridge at the wrong time," Omni-Green said as he activated his Omnitrix.

"Ben," Max said. "This time, I think we need to make a plan before you and Jen charge off."

"Grandpa's right," Lucky Girl said.

"Okay, here's the plan," Omni-Pink said with a smile as she activated the Omnitrix. "...Attack!"

She and Ben then hit their Omnitrixes, transforming into Stinkbomb and Stinkfly respectively.

"Oh man!" Stinkfly said. "I wanted Four Arms. But I guess I can work with this."

"Let's go," Stinkbomb said as she opened the hatch.

Matter Girl sighed as Stinkfly flew out and she and Stinkbomb climbed through the roof, followed by Huntress as she stood on the roof and Stinkbomb and Matter Girl hopped along the moving car roofs towards the hijacked bus.

"Next stop, freedom!" the driver shouted.

"Nobody gets out of jail free when these twins are on patrol!" Stinkfly shouted as the driver gasped and started to tear up from the fumes.

"And I thought the prison food smelled gross!" the driver shouted as Stinkbomb glared and landed on the roof of the bus with her friend by her side.

"Ready?" she asked.

"Born ready," she said.

"What is that thing?" the driver asked.

"History!" a prisoner said as he swung a hooked chain towards Stinkfly, which he avoided.

The driver shouted out and rammed the bus into the approaching RV, jolting Max, Lucky Girl and Huntress, who shouted out and aimed her bow at the tires.

"Now you see me, now you don't!" Stinkfly shouted as he slimed the bus' windshield.

The driver countered this by activating the wipers as the Rust Bucket came directly behind them.

Some of the prisoners came onto the roof, where they were met by Stinkbomb and Matter Girl, who absorbed the material from the roof and glared.

"Bring it on!" she shouted as she and her friend fought against the inmates with a shout and close combat moves while Stinkfly provided aerial assistance.

The Rust Bucket moved beside the bus as Lucky Girl helped Huntress on the roof, firing spell blasts as Huntress fired her arrows at the prisoners, which they avoided as Lucky Girl glared at Stinkfly.

"Extending gyro blades," Max said as he pressed a button and some laser beams appeared in the frame of the RV and the prisoner with the chain threw the chain and tied it around Stinkfly's tail and pulled him downwards.

"You don't have to do this alone!" Lucky Girl shouted to the others.

"We're not!" Stinkbomb shouted as she let loose her toxic fumes outwards, causing the prisoners to gasp outwards and Matter Girl grabbed the chain and tied it around the prisoners again with a shout of effort as she freed Stinkfly.

"Thanks," he said as he flew outwards and slimed the bottom of the street, causing the bus to careen out of control just as the gyro blades fired. This caused the bus to crash into the Rust Bucket, causing the laser to slice down and miss the area entirely.

Stinkbomb and Matter Girl gasped outwards as they crashed downwards and Lucky Girl quickly activated her telekinesis and levitated the two girls up into the Rust Bucket with a gasp.

Stinkfly tried to counter the bus through the open door, but was quickly overpowered and he was handcuffed to one of the bars.

"They sure have some butt-ugly bugs down here," a prisoner said.

"Who you calling butt-ugly, butt-ugly!?"

The laser from the Rust Bucket continued firing until it sliced down the bridge, separating it. It then came to a complete stop by the edge.

The bus then drove outwards, directly off of the bus with a shout as Max gasped and pushed a button, firing the hook and cable down to the bus and catching it, sending Stinkfly flying back and the prisoners all fell out the windshield or off the roof and into the water.

"Swim for it!" the driver shouted as Lucky Girl, Matter Girl, Huntress, Stinkbomb and Max got onto the ground by them, watching the prisoners swim away.

"I don't think so," Lucky Girl said as she pulled out her spellbook. _"Aquata Risa Spackwata!"_

That was when the water spouts formed around the prisoners and shot them up into the air, screaming all the while.

"I meant to do that," she said with a smile as Huntress hugged her with a laugh.

Max then smiled to the kids as he gestured them down the path and they smiled and changed out of their super suits.

* * *

Back in the Rust Bucket, once it stopped at a rest area, Ben smiled and leaned back in his chair.

"Hey, Becky? Could you pass me the pretzels?"

"Gee, Ben. I didn't know your legs were broken. Get them yourself. There's no excuse to be lazy."

"Excuse me, but since I just took out an entire busload of escaped prisoners-"

"Up, up, up! _We_ took out a busload of escaped prisoners," Allison corrected.

"Oh, please," Ben said as his sister's eye started twitching. "No offense, but you guys were just on cleanup. Everyone knows the Omni Twins lead, Matter Girl, Lucky Girl and Huntress follow. Now what about those-"

Gwen glared and used her telekinesis to throw the bag of pretzels into his face.

"Thanks."

"Sorry to interrupt, guys, but I'm trying to listen!" Max said as he listened to the weather channel, which was filming in Cape Canaveral.

 _"Today's launch of the Novan spacecraft has been delayed by a freak electrical storm! I've covered bad weather from the four corners of the globe, but I've never seen anything like this purple lightning!"_

"But _we_ have," Jen remembered.

"In the desert with that werewolf," Becky realized.

"And on the farm with the mummy," Allison said.

 _"This is Steve Cummings reporting live from the Kennedy Space Center!"_

"Hold on," Max said as he started up the ignition. "Next stop, Cape Canaveral."

As the Rust Bucket departed, they didn't notice a certain familiar figure lurking from one of the nearby tables.

* * *

At said space center, a rather bulky scientist, Dr. Viktor, was giving a presentation for the upcoming launch of the Novan spacecraft.

"And my redesign of the propellant tanks will increase velocity on the twin solid rocket boosters, allowing for increased high altitude efficiency. The changes are already being implemented."

As the overhead projector turned off in the auditorium, the scientists judged the presentation.

"Very impressive Dr. Viktor," the flight director, Dr. Shueman said. "But since you are new here, you should know that once a launch is scrapped, protocol dictates a thorough review before-"

"Who are you to question my work?"

"Well, I am the flight director of this mission for one thing," Dr. Shueman said.

"...Yes, of course," Dr. Viktor said before taking his leave.

"Not exactly Mr. Personality, but he is brilliant," another scientist stood up by Dr. Shueman. "I can see why you hired him."

"I thought you hired him."

* * *

The Rust Bucket pulled up to the Kennedy Space Center nearby as they formulated the plan.

"Okay, here's the plan," Ben said. "Me and Jen go in as Diamondhead, no wait, Four Arms, and get to the bottom of this purple lightning business."

"We're not sitting this out, Ben," Allison said. "You can't stop us."

"Actually," Max said. "I think I know someone who can get us inside with a little less commotion."

"Really?" Jen asked. "Who?"

"No one special. Just an old friend."

* * *

The group looked around at the pictures and cases on display with awe when Dr. Shueman showed up to attack them.

"Max Tennyson!" he said. "What's it been, 40 years?"

"Give or take," Max said as he shook his hand.

"Whatever happened to you? One day you were here, the next day you were gone. Had to give your little walk to Armstrong."

"Armstrong?!" Ben asked.

"As in Apollo 11's Neil Armstrong?!" Jen asked. "Grandpa, you were supposed to be the first man on the moon?"

"Sure was," Dr. Shueman said. "Does this guy look familiar?"

They looked at the picture of a young Maxwell Tennyson garbed in a spacesuit and by a shuttle ready for launch.

"Best astronaut in the program."

"A... different duty called."

"So, what can I help you with, Max?"

"Just playing tourist today," Max lied. "I wanted to show the youngsters around the old stomping grounds."

Ben and Jen looked around in awe at the pictures around them when they accidentally bumped into Dr. Viktor.

"Sorry, sir," Ben said.

Dr. Viktor looked downwards towards the twins' wrists and they saw the Omnitrixes strapped to them and his eyes widened.

"You shouldn't be here," he said, turning to Dr. Shueman. "You bring unauthorized visitors into a classified area? Get rid of them."

As he walked away, the twins scoffed and rolled their eyes.

"What's his problem?" Jen asked. "All we did was bump into him."

"It's kind of a crazy day, Max, with the delay and all. Perhaps we should reschedule your tour," Dr. Shueman said. "You remember the way out, right?"

As Dr. Shueman left, Max turned to the kids and nodded as they activated their watches, changing into their super suits and walked off further into the center.

* * *

"So I never did wind up going into space with N.A.S.A.," Max finished his story.

"Bummer," Omni-Pink said, crossing her arms.

"Grandpa, don't you regret not end up being the first man on the moon?" Omni-Green asked.

"Not really. I just decided to take my leaps for mankind in other ways."

He then shushed the others as they saw a few employees walking away and ushered them towards a door. He took out a hacking tool and used it to bypass the door's passcode, opening it.

"Plumber's standard issue," he explained as Matter Girl rolled her eyes.

"Is there anything that the Plumbers don't have?" she asked.

Max sat down at the recording desk and accessed the camera feed. "N.A.S.A. records everything. Now let's see about that purple lightning."

* * *

Meanwhile, the flight director walked up to Dr. Vitkor, who was working on something by the shuttle.

"Dr. Viktor, there you are. I need to speak with you about your credentials."

"Not now."

"Dr. Viktor, I am your superior."

Angered, Dr. Viktor turned to him with a glare.

"You have no idea how wrong you are."

Suddenly, a bunch of bandages wrapped around the flight director, hoisting him up into the air as the mummy revealed himself and tossed the flight director away.

A growling sound was heard as the werewolf appeared and snarled outwards.

"Take care of those kids. I don't want anything to interfere with our plans."

The werewolf nodded and jumped off of the scaffolding towards the team.

* * *

"Ugh," Ben said. "Who would've thought TV could've been so boring?"

"I know, right," Jen said as she felt her eyes start to grow heavy.

"These much be pre-launch images," Max said. "We must be getting close to something."

Ben shook his sister awake and walked away.

"We're going for a walk, guys," he said as he and his sister plopped their helmets back on. "We'll try to investigate. If that purple lightning is here, then some monsters could be too."

They then sneaked off and found the launch simulator.

"Whoa," Omni-Pink said.

"Mega merry-go-round."

A growling sound was heard behind them and they gasped when they saw who approached them.

"The werewolf!" Omni-Green said as they saw the werewolf growl and pounced towards them.

"I don't think so!" Omni-Pink shouted as she thrust her hands out, blasting the werewolf back with an energy blast before Omni-Green closed the door.

They then heard a massive crankling as the claws went right through the metal door and started to pry it open.

"You've got to be kidding me," Jen said.

They then activated their Omnitrixes and slammed the cores down, transforming into...

"Blitzwolfer?" Jen asked as she wagged her tail.

"Snare-Oh?" he asked as he looked himself over. Snare-oh's eyes, and the gaps between his bandages, glowed green. He had a black and gold pharaoh's head-dress. Snare-oh also had black bracers and greaves and wore the Omnitrix symbol on his left shoulder. "Oh great."

The werewolf burst through the door and growled and pounced towards Snare-Oh, causing him to hit the simulator's arm before Blitzwolfer howled outwards and tackled him towards the door.

* * *

As the fight was going on, Max was still investigating the launch footage.

"Here's the footage from when the purple lightning hit," he said to her.

As he investigated, he saw the lightning flash downwards as Huntress noticed something peculiar about the footage.

"Wait, Grandpa, go back. What's that on the launch pad?"

Max zoomed in to said area, where they immediatey recognized the figure as...

"Dr. Viktor?" Lucky Girl asked.

"Awful big coincidence, don't you think guys?"

"I'm not sure it's a coincidence," Matter Girl said. "The twins have to know about this. We have to find them."

"Ditto," Huntress said.

They then left the room as the fight continued with the twins and the werewolf.

Snare-Oh sent his tendrils outwards and wrapped around the werewolf as Blitzwolfer came in and punched the werewolf towards the wall. It recovered as Snare-Oh sent his bandage appendages out and he sliced them off.

Snare-Oh groaned as Blitzwolfer ran in and kicked the werewolf into his grasp as he wrapped his bandages around his waist and tossed him through the window of the simulator. Unfortunately, in the process, the werewolf's claws raked the control button.

Blitzwolfer gasped before she and Snare-Oh leaped up as the simulator's crane arm started to gyrate around them and the three horror aliens dodged and ducked under the arm as it rotated all the while punching and kicking each other.

The werewolf then howled outwards and leaped directly onto the arm and rode it around as the twins gasped and ducked as he tried to swipe at them.

"Ben, now!" Blitzwolfer shouted.

"Right!" Snare-Oh shouted as he wrapped his bandages around the arm and then reeled himself in for a swift kick to the werewolf's torso, which he dodged and delivered a kick back. Snare-Oh then wrapped himself back around the arm backwards and kicked him in the back, knocking him swiftly into Blitzwolfer, who howled outwards before slashing at him and then he unleashed a sonic howl at the wall and blew a hole in it and escaped through the smoke.

"Where'd he go?" Snare-Oh asked.

The twins saw a large figure coming through the dust and glared. Snare-Oh shot his arm out and he found himself grabbed by his grandfather.

"I don't think so," he said.

Matter Girl, Lucky Girl and Huntress then looked to see the Omnitrix symbols on the twins' figures.

"Ben, Jen?"

"Unfortunately, yes," Blitzwolfer said as the Omnitrixes timed out.

"Sorry, kiddos," Max said. "I thought you were that werewolf and mummy. Because, you know, you were a werewolf and a mummy."

"Speaking of which, the werewolf from the Indian reservation attacked us," Ben said, taking of his helmet along with his sister.

"He's got to be running around somewhere," Matter Girl agreed.

"We've got to find him," Jen said.

"And if that werewolf is here, then odds are so is the mummy."

"I don't like this one bit," Max said. "First Dr. Viktor is around when purple lightning grounds the shuttle, then the werewolf shows up. What's next?"

"That," Lucky Girl said, pointing upwards to where the purple lightning was flashing out and Jen glared.

"No way," Huntress said.

"We've got to go check that out," Ben said as he and Jen ran off. "Let's go."

"Oh, sure," Matter Girl said as she and the others came by. "Let's play another game of 'Follow the Wonder Twins.'"

* * *

Later, the group waked their way through a holding of discarded shuttles and space travel parts.

"The purple lightning came from around here," Max theorized.

"What is this place, Grandpa?" Gwen asked.

"They call it The Graveyard. Rockets, thrusters, engines, capsules, you name it, it's here somewhere. From every mission, too. Mercury, Gemini, Apollo. N.A.S.A.'s like your Aunt Vera. Neither one likes to throw anything out."

"No wonder her house was so full of antiques," Jen whispered to her brother, who nodded.

Matter Girl then noticed a rusted plaque nearby them and immediately took notice.

"Max," she said. "This is dated 1968 and it says 'To the brave men who so proudly reached the heavens' and there's initials of all of the astronauts. M.T. wouldn't happen to be "Maxwell Tennyson," would it?"

"You can't live in the past, Allison," he said.

They then heard a familiar growling and looked behind them to see the werewolf, who had landed nearby.

"Yeah," Jen said, plopping her helmet onto her head as her visor started to glow. "And something tells me that he doesn't want us living in the present either."

The werewolf unleashed a sonic howl and blasted everybody back, sending a rather annoying ringing into their ears and the twins barreling into the sand. It then tried leaping towards the group but Max was ready and he tossed a mechanical muzzle outwards that wrapped itself around the werewolf's muzzle, trapping his jaws and sending him sprawling to the ground.

"Plumbers' standard issue," he explained.

Suddenly, bandages suddenly wrapped their way around Lucky Girls' waist, sending her reeling towards the mummy, who revealed himself as Jen gasped.

"What did I tell you guys?" Huntress glared as she unsheathed her bow and arrow. "The werewolf and the mummy."

The mummy stretched his bandages outwards and around the twins' waists, reeling them in.

Ben quickly adjusted his Omnitrix as did his sister as they transformed into... Cannonbolt and Battlefly.

"Oh man!" Cannonbolt shouted. "What do you have against Four Arms?"

"Get away from me!" Battlefly shouted out as she quickly blew the bandages away with an air blast before she flew upwards and Cannonbolt rolled himself into a ball and spun around, sending the mummy flying into the werewolf as it recovered, letting go of Lucky Girl in the

The mummy recovered and then glared, opening its chest, revealing the corrodium.

"Guys, get back!" Max warned. "It's going to release the corrodium!"

Cannonbolt then glared as Lucky Girl, Huntress and Matter Girl got back and Cannonbolt rolled them into his shell and he leaped outwards, colliding with the mummy. He then rolled them to safety as they felt dizzy from the spinning.

The werewolf clawed the muzzle off of its face and growled, pouncing towards Max.

"Hold on, Grandpa!" Battlefly shouted as she fired a cyclone outwards and blew the werewolf away as Huntress shouted out and fired one of her arrows at it, getting it in the shoulder. "That's what you get for blasting our Grandpa!"

That was when she felt a sudden shocking sensation and she fainted to the ground at Max's feet and the same happened to Cannonbolt as they were blasted by purple lightning.

"Ben, Jen! No!" Matter Girl shouted.

"Look," Lucky Girl said and everyone looked to see Dr. Viktor standing on a platform.

"I was told of the Omnitrixes," he said. "But the two of you are not the only ones with the power to transform!"

"I've got a bad feeling about this," Huntress said as the twins recovered.

Dr. Viktor clenched and convulsed as two large generators shot out of his shoulder blades. His muscle mass expanded largely, ripping through his clothing, revealing beige fingerless gloves and heavy boots on his feet. His skin lightened to a very light green and his eyes turned purple, one being larger than the other. He also had several bolts sticking out of his body, which gave off an aura of purple lightning.

"We could be in trouble," Cannonbolt said.

"Big time," Battlefly agreed.

Dr. Viktor then hopped down to join his comrades as the heroes gulped.

"There's got to be a good rampaging monster spell in here somewhere!" Lucky Girl said to herself as she flipped through her spellbook.

"I want them eliminated before the launch!" Dr. Viktor shouted. "Get rid of them!"

"Not so fast!" Huntress shouted as an arrow flew towards Dr. Viktor, which he caught and crushed with his bare hand.

"This spell is going to blow all of you freaks away!" Lucky Girl shouted as she turned through her spellbook. _"Twista Combatitis!"_

As Lucky Girl tried to fire her spell, nothing happened.

"Oh boy," Matter Girl said as she face-palmed.

"I'll show you some magic!" Dr. Viktor shouted, raising his fist. "I'm going to make _you_ disappear!"

"No!" Battlefly shouted as they braced for impact.

As the purple lightning shot out of Dr. Viktor's fingers, a sudden blue aura appeared in the shape of a king cobra, which shielded them from the lightning.

"Whoa!" Cannonbolt said.

"That was cool!" Huntress said.

"I know... I just wish I knew how I did it."

The aura dissipated and shot into the tower behind them, which then broke and gave way, right when our heroes were in the shadow of it.

"I hate my life," Matter Girl sighed as the tower crashed on top of them.

As the dust from the crash cleared, the werewolf went on top of the wreckage to investigate, only for Dr. Viktor to stop him.

"No!" he said. "They're taken care of. we need to prepare for the launch."

The werewolf sighed and ran away from the wreckage.

Cannonbolt suddenly burst out of the destroyed pile of rubble, as did his sister as they pulled their allies out and the Omnitrixes timed out.

"Well," Omni-Pink said, adjusting her spine from the crash. "There's another thing to add to my list of things I never want to do again."

"Guys," Max said. "I have a bad feeling that those aliens are bringing that corrodium to that spacecraft."

"We have to stop them," Jen said. "Who knows what they're planning to do with it."

"Let's go XLR8, Jen," Ben said. "We can stop the launch, get the corrodium and then come back here."

"Guys, current events," Lucky Girl said, crossing her arms. "The Omnitrixes just timed out. You can't go hero right now. The launch will probably start before you can go hero again."

"You two can't do everything by yourselves. The only way for us to stop them is to work as a team," Max said. "Gwen, Becky, Allison and I will deal with the launch. When the Omnitrixes recharge, you two have a little chat with Dr. Viktor and company."

"*sigh* Okay," Jen said. "If you guys run into trouble, just call us."

"We will," Matter Girl promised as they walked away.

"It's just the two of us, sis," Ben said as they looked towards the way the monsters went.

"Are you ready?" Jen asked as her brother nodded and they stealthily walked towards the unaware Dr. Viktor and company.

However, in their need to be stealthy, they actually lost sight of the monster aliens.

"Oh man," Ben said. "What do we-"

Jen shushed him harshly as she put her hand up to her ear to listen intently with her eyes shut. She then heard a clanging sound coming from inside the shuttle and she crossed her hand over her throat to shut Ben up as they snuck inside.

Little did they know, a certain Alpha Osmosian was watching them as they entered with glared eyes.

Omni-Green and Omni-Pink then looked to each other nervously as they saw the evil alien scientist working on some kind of machine with the werewolf by his side.

"Are you clear on your instruction?" Dr. Viktor asked. "The downlink must be aligned when projection begins."

The werewolf snarled in agreement when the platform they were standing on rose upwards to an upper platform.

The Omni Twins nodded and Jen created an energy platform beneath their feet and rose upwards with a glare.

They stopped just below the hole in the ceiling above them and they saw Dr. Viktor plug four plugs into his back holes. The generators on his back started arcing purple lightning and he pulled his arms apart and lightning generated between his hands and a portal suddenly opened and appeared to lead to New Mexico.

"No way," Jen said with a gulp.

The werewolf felt himself get sucked into the portal and he flew into the area and looked around him with a growl.

"Whoa," Ben said, looking to his sister. "Talk about an express flight."

"I don't get it," Jen whispered. "Only Scarlett and Drake had that kind of power. Only the top-level magic users can create portals of that magnitude."

"It's not magic, it's technology. They must have found a way to make something that can generate portals. What if they find a way to the other dimensions?"

"I don't think they have that in mind. They only seem to be interested in conquering this one."

As the portal closed behind him, the werewolf ran away towards the generator that he himself built in the caves.

* * *

The rest of the group walked towards the security cameras once again as Lucky Girl and Huntress stood watch for any of their current enemies.

"Where is everyone?" Matter Girl asked. "The place is totally deserted."

"Best not to look a gift horse in the mouth," Huntress said to her. "No hunt is ever this easy."

"Becky's right," Max said. "Gwen, see if you can access the mainframe."

"On it," Lucky Girl said as she walked to a seat and she and Max typed several keys into the computer and each was denied. "Darn it! It's no use! All of the security overrides have been locked out!"

"Who knew that Dr. Monster was a computer geek?" Matter Girl shrugged.

"He did what I would've done," Huntress admitted. "If I was planning something this big, I would make super sure that nothing would interfere with me. Not even the last thing I'd expect."

"Then we're going to have to shut the launch down from inside the spacecraft directly," Max said, crossing his arms. "Maybe you three should stay here. You know, just in case."

"Grandpa, I know you're worried, but there's no way we're sitting this one out. Not this one," Lucky Girl said.

"Besides," Matter Girl smirked. "I believe a certain someone saying that we had to work as a team?"

"Point taken," Max said. "If the corrodium is on board the ship, we're going to need these."

He then stuck out the badge for the hazmat suits out and they each took them, deactivating their super suits and activating the hazmat suits.

"Now we should be ready for anything," Max said.

"Never say that, Grandpa," Huntress said. _"E_ _ver."_

The camera shifted into a closet to show two security guards knocked out and wrapped in bandages.

* * *

Ben and Jen looked to each other in worry as they nodded to each other and then the giant Frankenstein's monster alien behind them.

"Going hero," Ben whispered as they adjusted their Omnitrixes.

"Here goes nothing," Jen said as they slammed the cores down.

The Omnitrix sunk into his wrist as his muscles and blood vessels swelled and he clutched his eyes shut as they turned fully green and a black crest formed over each of them. His skin turned black and blue and scaly as the Omnitrix symbol appeared on his chest. His body morphed into a more velociraptor-like shape and his fingers morphed into four black scissor-like claws. His feet morphed into a more reptilian shape with black wheel-like orbs and he grew a black and blue striped tail which he whipped to the camera as a black and blue visor shifted down over his face as he posed for the camera.

Chlorophyll-filled veins traveled up Jen's arm as the watch sank into her arm and she clutched her eyes closed before they opened, revealing a fully green color as her skin turned a lighter green then her eyes. Her clothes transformed into a plant-themed dress with white daisy-like ruffles with red in between the flaps and her shoes turned into grass-like flats. Her hair transformed into a budded flower on top of her head and pink flower cuffs appeared on her wrists and the watch appeared on the clasp of her dress skirt as she spread out her hands and a flurry of vines spread out as she ended the transformation.

"Sweet!" XLR8 said. "I got what I asked for for once."

"Me too," Blossom Rose said.

"That muscle head won't know what hit him!"

"Ben, no!" Blossom Rose said.

XLR8 ignored her and zoomed off in a quick path towards Dr. Viktor and attacked him... only to collide with his fist and sent tumbling back into a pile of discarded engine parts.

"Whoa," he said. "This guy has good reflexes."

"You two will never stop me!" Dr. Viktor shouted as XLR8 and Blossom Rose dodged all of his lightning blasts. "Not even with your array of weakling aliens!"

"We'll see who's the weakling when we're done with you, Vik!" Blossom Rose shouted as she wrapped her vines around his fist and backflipped over him, causing him to punch himself in the face.

"I'll rip you apart!" he shouted as he grabbed XLR8 and tried to pull him apart, but he kicked him in the face several times with his lightning legs. He then roared outwards as he plugged the machine back into his back.

"Oh man," XLR8 muttered.

"Your little games have delayed me long enough! It's over!"

He then used the generator to open a portal to the Arctic.

"No!" Blossom Rose shouted as the suction from the portal started sucking her and her brother in.

"Enjoy your trip."

XLR8 ran as fast as he could with a shout of effort and Blossom Rose wrapped her vines around the center pole again and shouted out as it was taking all of her strength to not let go.

"Do something, bro!" she shouted.

XLR8 saw a discarded engine flying towards him and he shouted out and grabbed the engine and tossed it into the portal.

"Please let this work! Please, please, please!"

Success! The portal closed and they hit the floor with a groan.

"That was a load off," Blossom Rose said.

"Better hurry," XLR8 said as he took Blossom Rose's hand and they rushed off.

As they rushed towards Dr. Viktor, Drake Flame leaped on top of the canopy of the hideout and gasped downwards as the twins pursued Dr. Viktor.

"What's he going to do with that?" XLR8 asked as they looked up at the giant generator before them in the center of the room and a rather familiar looking piece of a building in the center of it.

"You two are persistent, I'll give you that," Dr. Viktor said. "But your presence changes nothing! All is ready. Observe."

He then pressed a button.

"No! The others!" Blossom Rose shouted as they felt the tremor of the rocket's thrusters igniting and shooting off.

* * *

"What's happening?" Allison asked as she and the others climbed inside the rocket's interior.

"Main thrusters ignition," Max explained.

"It's too late!" Becky said. "The rocket's launching... and we're inside!"

"Looks like we're going for a ride."

"But where's the countdown?!" Gwen shouted. "Shouldn't there be a T-Minus countdown? You know. 10, 9, 8!?"

"Gwen, you three just became astronauts," Max said as he activated the suit's magnetic cling.

The rocket shot up into space with our heroes inside of it.

* * *

Dr. Viktor then grabbed the power supply for the machine in front of him and discharged his lightning into it.

"We don't know what your plan is, but it's not going to work, Frankenfreak!"

"Oh, but it's not my plan," Dr. Viktor stated. "It's the master's. It always was."

He then shouted out as purple lightning sparked and arced all around the generator as it activated and looked outwards at the chunk of brick there.

"Master?" XLR8 asked. "Who's the-"

"Wait," Blossom Rose said as she gasped. "Ben, we've been here before!"

"Yes. It is where you believe you destroyed my master. You were wrong."

Then, grey ooze floated up out of the bricks and started reacting to the purple lightning and the twins gasped. The ooze floated upwards and formed into each other and formed into the last alien the twins ever wanted to see again. Okay, maybe the second last...

"I live!"

"Ghostfreak?!" they both shouted out in horror.

"Master, all is prepared for your return," Dr. Viktor said with a bow.

"This is impossible," Blossom Rose said as she started breathing heavily. "This can't be happening!"

"How can this be!?" XLR8 asked. "We saw him fry with our own eyes!"

Blossom Rose got onto her knees and started hyperventilating uncontrollably. "I'm hyperventilating. *pant* *pant* Does anybody have a paper bag?!"

It was about that point that the Omnitrixes timed out, leaving the Omni Twins back in their Omni suits.

Drake looked on in surprise from his perch at the top, unseen by anyone.

* * *

The thrusters separated from the rocket, sending it hurtling upwards to the nearby space station.

"Don't worry," Max told the girls. "The worst is over. Come on."

He then jumped upwards to the exit of the cargo bay, which was a wheel with the others following him. No longer inhibited by gravity, they were able to soar upwards with no problem.

As Max turned the wheel, on the other side, the mummy lie waiting for them with a glare.

* * *

"Oh, I do believe that I have a score to settle with the two of you... Ben and Jen Tennyson!" Ghostfreak smirked as he floated downwards to the twins as they stared in horror before they instantly got their game faces back on, ready to fight.

* * *

 **To be continued...**

 **Next time on Ben and Jen 10:**

 **Be Afraid of the Dark**


	37. Be Afraid of the Dark

Ben and Jen looked at each other, shaking in their boots before looking to each other and nodding.

"What will you do, Omni Twins? There is nowhere to run."

"No! You're wrong, Ghostfreak!" Jen shouted as she shot her hands out and fired an energy beam, which got him right in the head as he and Dr. Viktor glared.

"Any ideas, sis?" Ben asked as she nervously crossed her arms.

"Just one," she said as her hands glowed pink. _"Camouflat Vaporis."_

That was when a blueish mist appeared all around them in the silo hideout, blocking the twins from their vision as they stumbled around blindly. When the mist cleared, they noticed the twins running away.

"You won't get far!" Ghostfreak shouted as he ran after them.

As Ben and Jen ran away on the bridge between the platforms, they were interrupted by Ghostfreak phasing through the floor in front of them. They turned around only for Dr. Viktor to jump down to their level on the other side.

"Jump for it!" Ben shouted as the pair of them leaped off of the bridge, grabbed two cables and swung away.

Dr. Viktor glared and generated purple lightning from his fists and aimed at the Omni Twins.

"No!" Ghostfreak shouted.

He grabbed Dr. Viktor's fists, causing him to miss as the lightning zapped outwards, cutting their cables.

Ben screamed as Jen adjusted herself in the air and focused, creating an energy platform beneath her feet, which she and Ben landed on.

"Run!" she shouted as she and Ben ran on her energy platforms like stairs away from the two aliens.

"They must be alive when I merge with one of them if I am to have the power of the Omnitrix."

"Yes, master," Dr. Viktor said.

Ghostfreak followed them with a glare as he flew around the area.

"They need help," Drake said as he watched from his perch. "I'll need to wait for the right moment."

"What's the matter, Ben and Jen?" he asked as they hid from behind a pole. "Aren't you happy to see me again?"

"Not particularly," Ben said.

"Haven't you learned by now that nothing can stop me?!" he said as he stuck his head out from behind their hiding perch.

That was when the Omnitrixes beeped their confirmation for usage.

"Nothing except-" Ben began as he and Jen slammed down the Omnitrix cores, transforming into-

"Grey Matter? Aw man!" he said. "Give me a break!"

"It doesn't matter who we turn into, bro," Frostblight said, crossing her arms. "He can't merge with us as long as we're transformed."

Dr. Viktor looked down at them from the bridge and leaped down as the twins panicked and dove through the floor as it separated from the landing, leaving Dr. Viktor empty-handed.

Ghostfreak looked through the floor as the two miniature aliens hid from him and crawled away through the floorboards.

"Find them!" he ordered his minion. "I can't merge with them in their alien forms! But it's merely a matter of time until they turn human again."

"Yeah, you're not finding them, freak," said a voice from behind them and they turned to see Drake Flame leaning by the machinery and he smirked mischeivously at them. "Not while I'm in town."

"This does not concern you, Alpha Osmosian!" said Dr. Viktor as Drake smiled at them.

" _Au contraire,_ Doctor, the fate of the universe is always my concern," he said as he lit his hands up in energy and shouted out as he fired out at them with a shout and Dr. Viktor blasted lightning at him and he backflipped over the lightning and smiled as he showed off great parkour skills towards them. He then ran up the machine and then shouted out as he fired a blast of fire at Ghostfreak, burning him as he shouted out and fired a beam of purple energy from his chest.

* * *

As the spaceship rocketed towards the station, Max, Gwen, Becky and Allison climbed up into the control station at the head of the ship.

"Shouldn't we be looking for the corrodium?" Gwen asked.

"They are planning something for it after all," Becky agreed as they climbed up the ladder.

"It's easier to bring the entire kit and caboodle back to earth than to waste our time looking for a few rocks in a rocket ship," Max said as he settled into the controls.

"Guess we know where I got my brains from," Gwen smiled.

"Max, are you sure you know how to fly this thing, Max?" Allison asked as she sat down next to him with the two sisters leaning against the wall behind them.

"Can't be too hard," Max said. "It's just like riding a bicycle... a 100-ton, 20,000 mile-an-hour, hi-tech bicycle."

"We're doomed," Becky sighed.

As they settled in, a few bandages came winding through the ship directly behind them.

* * *

The battle raged on back in the station as Dr. Viktor fired lightning out at Drake and he glared as he suddenly caught the lightning in his hand, directed through his stomach and then shouted out as he fired it back outwards at Ghostfreak, shocking him as he glared outwards at them.

Ghostfreak glared as he flew through the hideout, looking for the twins, but he wasn't escaping Drake's eye. He shouted out as he grabbed at his tail and shouted out as he threw him at Dr. Viktor and they groaned as they slammed into a boiler behind them as Drake glared.

"Why are we wasting time looking for those two little pests anyway when the master plan is so close to becoming reality?" Dr. Viktor asked as Ghostfreak glared outward at his minion. "Master, no!"

Ghostfreak shouted out as he possessed Dr. Viktor and flew him into the wall before slamming him hard into the floor twice and then flew out of him and tossed him into a piece of machinery.

Drake could only laugh at that with a smile as he watched the show.

"You fool! Those "little pests" could ruin everything we've planned! Now do as I say or you will be the first to feel the focus of my wrath."

"But right now, the pair of you are feeling my wrath!" Drake reminded as he ran in and gave an energy kick to Ghostfreak's face while the twins crawled, hidden, underneath the hideout as Frostblight looked outwards and Grey Matter looked to her.

"Master plan?" Frostblight asked. "I don't like the sound of that, bro."

"I agree," Grey Matter said as they looked outwards to a communications device directly in front of them. "And I like the looks of it even less."

They then fired up the machine and typed into the ship's radio and nodded.

"Earth to Grandpa. Come in Grandpa!" Frostblight said as she and Grey Matter appeared on the ship's projection screen.

* * *

"Ben? Jen?"

"If you two are checking up on us, don't bother. We're totally handling things up here," Gwen said. "We don't need your help."

 _"You're wrong, Gwen,"_ Grey Matter told them. _"When you hear what the two of us have to tell you, you're going to wish that you had us with you."_

"Hate to say it, sis," Becky said. "But I think they know what they're talking about in this case."

"Fine!" Gwen said.

"What is it, guys?" Max asked.

 _"We found out what old Bolthead is up to,"_ Frostblight said. _"He's going to project a corrodium beam from the space station to a transceiver in New Mexico."_

"...Which will then spread it over the entire Earth!" Max realized.

"New Mexico?" Allison asked. "Like where we first fought that werewolf?"

 _"Duh!"_ Grey Matter said. _"That's why he was stealing all that satellite equipment."_

"A beam of corrodium like that would mutate all human and animal life on Earth," Max said.

 _"Call us crazy, but I think that's just a side effect,"_ Grey Matter said. _"With the sun blocked out, Ghostfreak would be at full power all the time."_

"Ghostfreak?!" the ship's occupants asked.

 _"Yeah,"_ Frostblight nodded. _"Dr. Monster somehow brought Ghostfreak back to life. He's behind all of the stuff that's been happening to us lately. The werewolf, the mummy, everything!"_

Max heard a beeping sound from inside his pocket and he nodded.

"Hold on a second, Ben," Max said as he reached into his pocket and pulled out his tracker, which showed a beeping dot advancing towards them. "That's strange. The scanner says that the corrodium in the ship is moving."

"How could it be moving?" Becky asked. "Unless-"

That was when the bandages from behind wrapped around all of them and pulled them back.

"It's inside the mummy!" Allison realized.

The girls screamed as the mummy pulled them all back into the depths of the ship again.

* * *

"Guys, no!" Frostblight shouted when Grey Matter hushed her as they heard the sound of the fight coming from above them.

Drake flew back into the machine, leaving a huge dent in it as he glared.

"Okay, that's it," he said, wiping some blood from his lip. "No more Mr. Nice Osmosian."

He then backflipped up, shot himself by kicking herself off the railing like a cannon and then ignited his hands in flames as he punched Dr. Viktor off of the railing, sending him crashing downwards.

Frostblight investigated as Drake landed absolutely gracefully next to her as he spied her in the hole and shot her a wink.

"Drake?"

"That's my name, don't wear it out," he whispered as he shot towards Dr. Viktor and gave out a powerful punch to his jaw, sending him flying.

"We've got to help him," Grey Matter said. "But we're not much use in our current forms. There's got to be something in this junk that'll help us."

Frostblight looked to him and then smiled and snapped her fingers.

"A-ha!" she said as she flew upwards and started unplugging and dismantling the machines along with her brother doing the same.

Ghostfreak took advantage of Drake's preoccupation with his minion and tried looking for the twins again.

As the twins were sweating throught heir work, they heard the all-too familiar beeping.

"No!" they shouted.

The flash of red and purple light shined out, catching the villain's attention as Viktor and Drake looked up and saw the lights.

* * *

Allison and Max held onto the ladder with all of their strength as the mummy tried pulling them downwards and Becky desperately tried to reach for her spear with a glare as she grunted out in pain.

"We can't keep this up much longer!" Max said as Allison cried out in effort.

"Hold on, guys!" Gwen said as she focused.

"Gwen, no!" Becky said. "Your spells don't work inside your hazmat suit, remember?"

"Yes, they do," Gwen said. "Just not like they're supposed to. _Emocha Objectia!"_

Just like in Digby Dairy, Gwen's suit inflated up like a huge balloon with a shout. Only this time, she was in zero-gravity atmosphere and she shouted out as she flew downwards into the mummy, hitting him like a wrecking ball.

As they pounded against him, the others stopped to look on in awe as Gwen suddenly lost control and slammed them into an airlock that closed on them from the impact.

Gwen's suit then deflated as her sister, grandfather and friend groaned in slight pain.

"At least I bought us some time to regroup in this closet," she said. "Who needs the twins and their stupid alien heroes?"

Max looked around and gasped. "Gwen this isn't a closet! It's an airlock!"

"You've got to be kidding me!" Allison said.

As Max tried to pry the door open, the mummy showed up in the window and glared before he pulled the lever to the airlock, causing a red light to bathe them all as Becky groaned.

"Yep, saw that one coming."

The airlock instantly opened, sucking all of the air out and sending the four tumbling outwards into space.

The mummy glared outwards before going back to his business as the ship docked into the station.

 _"Exterior airlock mode repressurizing,"_ the A.I. said.

Thankfully, Max and Allison had managed to grab onto the station with the hazmat suit's magnetic grip and they grabbed Gwen and Becky and set them down on the station's outer wall.

"Not very stylish, but you gotta love these Plumber suits," Gwen said with a smile.

"Yeah," Max said. "But they won't last long in zero-atmosphere."

"We've got to find another way inside the station," Allison said. "And fast."

* * *

Back on Earth, the twins were cramped together inside the spaces between the machinery as Jen looked at her brother with an uncomfortable look upon her face.

"Ben, I love you, but I don't think I ever wanted to be this close to you," she groaned.

"I agree," Ben winced as they looked above.

They then saw the part of the machinery pry open from Dr. Viktor's powerful strength as he glared at them.

They pocketed their new weapons and looked towards the Frankenstein monster alien.

"Don't suppose you'd consider becoming a good guy?" Ben asked.

Dr. Viktor shouted out and grabbed them by the wrists and tossed them outwards into the open with a grunt of pain.

Neither of them noticed as the Omnitrixes spun and glowed yellow.

Drake then shouted out as he gave an energy kick that sent Dr. Viktor tumbling off the edge to the ground as the twins stood in front of the Ectonurite staring down at them.

"Soon, the Earth will be mine! But first, the Omnitrix, Benjamin!"

The screwed twins looked to each other and promptly nodded.

"You want to be in the spotlight, freak?!" Jen shouted.

"Try this on for size!" Ben shouted as they reached into their pockets and pulled out their new devices.

Ghostfreak merely cackled at that as the twins smirked before they fired twin beams of light from the devices, sending him screaming as he flew away from them.

"Sun guns," Jen said. "A little gift from our close personal friend Grey Matter."

"Master, no!" Dr. Viktor shouted. "You will pay for your insolence, children!"

He then shouted out as he pounded his fists against the ground, sending out a flash of purple lightning, sending them crashing through the floors as they screamed.

"No!" Drake shouted.

Dr. Viktor smirked as Drake flew at him with flaming fists as he shouted out and rammed him and started slugging him in the face with reckless abandon as the twins reappeared on the edge and pulled themselves back up onto the platform.

Ben then noticed the lever on the controls of the platform and looked to see a giant weight hanging from a chain by them.

"Oh yeah," Ben said as he pulled down the lever.

"Drake, look out!" Jen shouted.

Drake noticed the weight swinging at him and dove out of the way as the weight smacked into Dr. Viktor, sending him spiraling into his own machine, shocking him painfully as electricity leaked out from his pores before his body fell limp.

"Oh yeah! Badder than the bad guys!" Ben said.

"Nice work, you two," Drake said as he ruffled their heads.

"Now we just gotta find a way to get up into space and help the others," Jen said.

Drake smiled at them.

"This is as far as I go," Drake said with a smile. "You're on your own, my man."

"Thank you," Jen said as Drake opened a portal behind him.

"Oh, before I go, tell Scarlett I said hi."

"We'll keep that in mind," Ben said as Drake vanished behind the portal.

Ben and Jen looked at the bottom of the hideout to see tons of discarded machinery and Ben smiled as he looked to see the Omnitrixes recharge.

"Awesome!" Ben said as he dialed in the Omnitrix. "Please give me someone I can use."

He then slammed the core down and transformed into Upgrade and cheered.

 _"Yes!"_ he shouted before grabbing Jen and oozing their way downwards to the area and smiled.

"Let's go!" Jen said as Upgrade slimed into the engine nearby them and morphed into it as Jen hung on with her suit's magnetic grip to the side and smiled.

 _"Let's get out of here!"_ Upgrade cheered.

Suddenly, Dr. Viktor, now with a huge piece of machinery strapped to his back, leaped down in front of them and shouted out as he ran at them.

"You've got to be kidding me!" Jen shouted as she looked out through her visor.

Dr. Viktor rushed up as Upgrade fired up the engine and he grabbed onto the edge just as they shot up through the atmosphere, heading right for outer space.

Upgrade stuck his eye out to see Dr. Viktor hanging onto the edge of the engine as his sister climbed up to the head of the ship.

 _"Why can't you just stay grounded like your master?!"_ Upgrade asked.

Dr. Viktor climbed as Jen groaned outwards and Dr. Viktor blasted her with lightning, which hurt her slightly, but not enough to hinder her as she fired out a blast of pink energy along with Upgrade's laser eye, which knocked him back before Jen shouted out as she nailed him with an uppercut to the jaw.

* * *

As the fight happened, above them, the others were climbing up the ladder on the exterior of the space station, trying to find a way inside.

"There should be a manual access pattern here somewhere," Max said to the girls.

"You know, for a man who's never been up in space, you sure know a lot about it," Gwen said.

"I never said I didn't go into space," Max replied. "I just said I never went into space with N.A.S.A."

"Of course," Becky said. "He's a Plumber. Of course he's been into space."

Max then looked above him and saw a hatch and lever by him.

* * *

On the interior, the mummy walked up, floating in the zero-gravity atmosphere and used his bandage to press a button, opening a glass door and he glared as he reached into his chest and took out the corrodium, placing it into the reactor.

The corrodium then sparked out and blew up in the reactor, powering it up as it caused a glowing purple light to flow through the pipes above it.

Outside, the satellite on the end of the station started to align with the Earth.

 _"Target in range,"_ the station's A.I. said as the mummy adjusted the beam. _"Beginning transmission in 5... 4... 3... 2..."_

"I don't think so, Phar-no!" Allison shouted as she flew in with a kick to the mummy's head as she and the others glared at her.

The lack of control caused the corrodium beam to power down.

The others glared as Becky pulled out her spear and shouted out with a charge to the mummy before he wrapped his appendages around her and tossed her into the wall.

Her sister, however, tossed a few debris his way until he did the same.

* * *

As the others were getting their butts handed to them, the twins were still approaching on Upgrade's rocket engine as Dr. Viktor refused to give up.

As Jen blocked his blasts with her forcefields and gave an energy punch to the face before Upgrade blasted him, they looked out and saw the space station approaching.

 _"We have reached our destination, passengers,"_ Upgrade said as he and his sister smirked and they leaped off of the engine and landed on the station's exterior. _"Thank you for flying Air Upgrade."_

"Buh-bye!" Jen smirked as she blew a kiss to the villain.

"NOOOOO!" Dr. Viktor shouted as he and the engine drifted aimlessly through the atmosphere of space.

Upgrade then oozed through the cracks of the station and then opened the hatch for his sister as she smiled and crawled in as well.

As they approached, they saw their grandfather, cousins, and friend were now at the mercy of the mummy as he glared at them.o

"Ben? Jen?" Allison asked.

"Who else?" Jen asked as she and Upgrade fired out their beams and blasted the mummy away.

 _"Somebody get him in the airlock,"_ Upgrade said.

Max then ran and pressed the button on the airlock opening it as Jen ran up and gave a flying energy kick to the mummy's chest, causing him to fly into the airlock and Becky closed it as he tried to escape.

"You guys are so lucky that we came here for you," Jen said with a sigh as Upgrade timed out and Ben started floating in the air as he took his helmet off.

"Oh man," he said. "I think I'm going to be sick."

"Oh yeah," Gwen said. "Real heroic."

"Hey, we just saved your lives," Jen said.

"You know what your problem is, Ben?" Becky asked.

"What?"

"You're too threatened by the fact that the four of us can handle ourselves without you."

"We're a team, you guys," Allison said. "You need us every bit as much as we need you."

That was when a beeping sound was heard by them.

"Wait," Max said, breaking up the feud. "Something's not right."

Outside, the beam started to charge up again.

 _"Target re-accquired."_

"What?" Jen asked.

That was when the moving joystick stopped to reveal Ghostfreak as he faded into their vision.

"Your descriptions do him no justice," Becky whispered to her sister, who nodded.

"I know, sis."

"Ghostfreak?" Ben asked.

"But how?"

"You two aren't the only ones who can hitch a ride on a rocket," the Ectonurite said.

"We've stopped you before. We can stop you again."

"Perhaps," Ghostfreak said. "But you're already too late!"

Indeed he was right, the corrodium beam fired from the station's satellite and shot down to Earth, where it hit the homemade transceiver in New Mexico.

The werewolf growled and typed the commands into the transceiver, which shot the beam back up into space from the satellite dish, splitting in two as it redirected off of two satellites. Soon enough, the Earth was suddenly coated in a blanket of darkness from the sky.

The civilians in various cities below pointed up to the phenomenon, before they instantly mutated into the same creatures from Dairyville due to the properties of the corrodium.

Within 10 seconds, the whole Earth was covered in the purplish-black aura being projected from the station.

"Darkness falls! Earth is now my domain!" Ghostfreak rejoiced, much to our heroes' dismay.

Max went for the controls to try to stop it, but Ghostfreak wasn't falling for it. Not now.

He went for the airlock and opened it up, unleashing the mummy, who then wrapped his appendages around his enemies as they grunted and struggled in his grasp.

"Now, how shall I dispose of you six?"

"Oh, whatever you do, don't toss us out into space!" Gwen begged.

"Excellent idea! Remove the suits!"

The mummy obeyed his master's order and took the suits off of Gwen, Max, Becky and Allison as they groaned out.

"Nice going, big mouth!" Ben said.

"Why don't you just hand them our watches when you're at it?!" Jen agreed.

"I can handle this," Gwen said as she levitated her spellbook in front of her. _"Appendaga Regoria!"_

The mummy then flew back as its bandages untangled around the team and it growled back at them.

"You've learned some new tricks since we last met, child!"

"She's not the only one!" Ben said as he and his sister dialed in their aliens to the newest addition and smirked to each other as they slammed down the cores.

Ben had a muscular body and a human nose, dark greyish yellow skin, a black mullet hairstyle with brown at the end, sideburns, and two tower-like conductor coils on his back. He wore black pants with lines on them with a triangle dash in the middle, that glowed green as well as brown gloves with his fingers showing. He had stitch-like lines on his arms and three black and green bolts on his chest and one black bolt on each side of his neck, with all bolts having a green line on them. He had white lines on his waist that connect to the Omnitrix symbol on his waist, like a belt clasp.

Jen's form was similar to him, but she had a pale corpse-like complexion and a similar style battlesuit to his with a white and pink trainer's bra with smaller metal conductor cables from her back as well as white fingerless gloves, similar bolts to her with a pink line, stitch-like markings on her arms and pink pants on her that ended with heavy metal boots on her feet. But the biggest thing about her was her black beehive-like hairstyle with a with a white streak in it to imitate the Bride of Frankenstein.

"Electromagnetic body?" Ben asked. "Sweet."

"Ew," Jen said as she looked herself over and looked to her brother. "Please don't transform into this form with me in public, bro. I don't want anyone thinking that I'm your bride."

"Good call," Ben said. "Now for a name?"

"Frankenstrike sound cool?" Jen asked.

"Awesome!"

The two then generated pink and green lightning respectively and glared at the two monsters in front of them.

Jen shouted out as she ran forward and leap-kicked the mummy in the head as him groaned out and slammed into the back of the station wall as she started generating out pink lightning and shocked him.

Ben, meanwhile, shouted out as he traded blows with Ghostfreak, who tried phasing through his punches, but Ben was ready. He then generated green lightning out and shocked him with a grunt of effort as Ghostfreak glared.

"Clever, Tennyson," he said. "But I always have a contingency plan."

The mummy glared out as he suddenly wrapped his bandages around Allison and reeled her in and she grunted and groaned in his grasp as he parted his chest to reveal a single piece of corrdoium in his chest.

"What?!" Allison shouted. "Of course he saved a piece. How could he not?"

"It will be a pleasure to witness your horror in seeing your close friend mutate before your very eyes," he said.

Allison grunted in protest as the mummy brought her closer and closer and she winced her eyes shut, preparing for the inevitable and she waited 30 seconds and whimpered out... only to open her eyes a few seconds later to see that nothing happened. Nada.

"What?!" Ghostfreak shouted as Allison smiled.

"Huh, add another thing to the superpowers list," she smiled as she then yanked her hand free and shouted out as she socked the mummy hard in the face and he grunted out as he flew back and the corrodium flew outwards and she crushed it underneath her heavy boot.

"This isn't over!" Ghostfreak shouted as he phased through the wall.

"Wow, Allison," Jen said as Allison brushed some hair out of her face.

"But didn't you say that corrodium is highly unstable and will corrupt any human?" Ben asked Max.

"I can only assume that it's because her Osmosian DNA renders her immune to the corrodium's effects," Max theorized. "She's technically already a mutant."

"Which means that the guys back in Royal Woods are probably fighting off their loved ones as we speak," Gwen realized.

* * *

 _Speaking of which..._

Speed Queen shouted out as she rapidly parried the blows of the mutated Royal Woods citizens that surrounded her and kicked one in the face, sending it back.

"Prodigy, any word on how this happened?"

"Negative," Prodigy said to her eldest sibling. "I can only assume it's because of the veil of darkness over our heads at the moment."

"Well I'm tired of having to sock these punks around knowing that they're our loved ones!" Parkour said as she tumbled up and sent a mutant flying backwards into a building and she shouted out in fury.

"But how come we wren't affected?" Firecracker asked as he zoomed by on his flame jets.

"I think our powers shielded us from the effects because we're technically already mutants," Prodigy told him as Amplifier shot out of the nearby power lines and drop-kicked one and shouted out.

"Imagine if that was Sam you just knocked out," Miss Appear chuckled, only for her sister to shoot her the death glare. "Sorry."

"Enough talk, guys," Speed Queen said as the L-Crew backed up against each other. "I'm sure that the Omni Team is handling this as they speak, wherever they are."

* * *

"The controls are locked out," Max said. "I can't shut down the corrodium beam!"

"No problem," Ben said. "A little lightning should do the trick."

"No!" Ghostfreak shouted as he pounced on the twins and activated his intangibility, phasing through the floor.

"Alright," Jen said. "It's go time freak! Us and you!"

They phased out of the station's floor and the twins used their electromagnetism to stick to the wall's metal.

"Here in the darkness of space, I am at my full potential!"

As he exclaimed, Ghostfreak mutated some more with spines growing out of his body frame and his tentacles grew back out of his stomach and the twins deadpanned as he socked them in the head and sent them back against the wall where they glared.

"Oh, you want to play?" Ben asked. "Let's play!"

Jen looked at the transmitter on the satellite and smirked.

"Stay away from that transmitter, children!"

"Make us!" Jen said.

The then shouted out and fired a twin beam of pink and green lightning and Ghostfreak fired a purple energy beam at them from his chest, each one threatening to overpower the other.

Meanwhile, the shuttle detached from the station and started flying towards the transmitter.

Max stood inside with a smile as he looked at the fight ahead of them.

"Yeah, I still got the right stuff!"

He then saw a bit of a flaming jet shooting right towards him.

"What in the world?"

Upon closer inspection, he saw that Dr. Viktor somehow hotwired the engine and was now shooting right towards him with him strapped to the front.

"You've got to be kidding me!" Jen shouted as she dodged another beam from Ghostfreak.c

Dr. Viktor then shouted as he grabbed onto the shuttle and then started to bring it back towards the station.

"Bet Neil Armstrong never had to deal with something like this!"

* * *

Inside, Gwen and the others were still trying to find a way to unfreeze the controls to the ship with little success.

Gwen flipped through her spellbook and nodded.

"Hurry up, sis!" Becky shouted.

"I'm trying! Let's see... _Reanima Verdanica!"  
_

With those words, a bunch of flowers sprouted and bloomed from the controls.

Allison shot Gwen a glare and folded her arms.

"...Okay. How about... _Reanima Dynamica!"_

That was when some lightning bolts shot out of the controls, causing the girls to scream and duck for cover, right when they bumped into the mummy.

"Well, this can only end so well," Allison deadpanned as she ducked and kicked off of the mummy with a shout as Becky stabbed at him with her spear, only for him to dodge and form himself around it and tossed her and her sister into a wall.

Becky glared and then pressed a button, opening the door to reveal a restroom.

"I, uh, gotta use the bathroom."

They then ran and closed the door behind them as a bunch of dents appeared in the door, followed by the mummy using his immense strength to break it and crumple it up as Allison ran in with her body coated in metal and her hands molded into hammers and she whacked him in the head with a shout.

"Doesn't 'occupied' mean anything to you, punk?!" Gwen shouted as she and Becky dodged his bows and then shouted out and dealt a double-kick into the head, causing him to stumble back.

The mummy glared and Allison shouted out with a war cry and gave a final punch to his face, causing him to get two of his bandages caught in the toilet's suction and then Allison smirked before she pressed the button on the side, causing the toilet to start flushing, taking the mummy and his bandages to get sucked in with it.

"Don't forget to put the seat down on your way out!" Becky smirked as the mummy protested before even his headdress was sucked in.

* * *

Outside, Ghostfreak and the twins were still engaged in a brutal lightning and energy beam match as they shouted out and blasted at each other with a shout and Jen put her hands together and Ben used that as a platform to punch Ghostfreak in the face.

They then shouted out and combined their lightning blasts as Ghostfreak countered with another energy beam.

"Every minute brings the two of you closer to becoming human again," Ghostfreak reminded them. "Your oxygen is limited in those suits. It'll be a pleasure to watch you explode in the vacuum of space!"

"He's right, bro!" Jen said as he overpowered their blasts and sent them tumbling back. "We have to make this fast!"

Suddenly, the mummy appeared before them and grabbed them before slamming them into the station's frame, leaving them dazed.

Ghostfreak floated in front of them with a glare and charged up his energy beam again.

"Now we finish this."

Then, the two rockets zoomed by with a thrust as they looked up and saw Dr. Viktor struggling to hold onto the shuttle Max was driving. He activated his lightning generators and started sparking out his purple lightning.

"I don't know what you're up to, but I don't like the looks of it one bit," Max said.

He then shouted out as he steered the rocket, sending the pair of them into a spiral.

Ben then looked to his sister and smirked.

"I think I know what he's doing," he whispered.

"He's a genius!" Jen agreed.

Max then smirked as he killed the thrusters, allowing Dr. Viktor's rocket to take over, causing it to smash right into the transmitter, destroying it.

"NOOOOOOO!" Ghostfreak shouted in protest.

With the destruction of the transmitter, the beam disengaged, dispelling the veil of darkness over the Earth.

* * *

The L-Crew all ganged up together and looked worriedly at each other as they looked up to see the light return to Royal Woods and the mutants to all stop in their tracks and slowly return back to humans as they looked at each other.

"What happened?" Firecracker asked.

"I believe our friends happened," Speed Queen smiled as they all looked up.

* * *

In New Mexico, the transceiver suddenly stopped working and started sparking out as the werewolf looked at it and whimpered before the transceiver exploded, taking the werewolf with it.

* * *

"You will pay dearly for that!" Ghostfreak shouted as he aimed his beam at them again and blasted out.

"I don't think so!" Ben shouted as he and his sister discharged their lightning, shocking the mummy as they quickly jumped away, leaving the mummy to be blasted by the beam.

"Once again, the Omni Twins and company save the day!" Jen said as she leaped off a piece of debris and tried to grab Ghostfreak, only for him to phase through the station and reappear on the other side next to his minion.

They then looked out and saw Dr. Viktor approaching with the machine still strapped to his back and they glared out.

"Oh no," Jen said. "That's the portal generator!"

Dr. Viktor got down onto his knees and glared. "If we're going down, we're taking the two of you with us!"

He then activated the machine, which sent out a blast and opened up a portal to a familiar looking orange void.

"No!" Jen shouted as she and Ben gripped onto two ledges as the mummy groaned out as the portal sucked him right into the Null Void and Dr. Viktor glared as he grabbed a piece of debris and Ben looked to her.

"Sis, I think Kevin could use some company in there!" Ben told her.

"Agreed!" she said as they sent out a lightning blast to Dr. Viktor, causing him to get sucked into the Null Void as well as the portal closed.

The two then sighed in relief and nodded. "Two freaks down, one to-"

"Where'd he go?" Jen asked as they looked to see that Ghostfreak had vanished.

They then saw an explosion ring out and gasped.

"No! The others!" Jen shouted as they quickly ran into the station with a red light bathing them.

"Gwen, Allison, Becky!" Ben shouted as the Omnitrixes timed out, leaving the twins floating in the air.

"This is bad!" Becky said, holding her sister.

"We'll never get out of here before the Omnitrixes recharge!" Allison shouted.

"The station's about to depressurize! Hold on!" Gwen said as she and Becky nodded and grabbed the hazmat suits and tossed the third to Allison, who nodded.

"What are you doing?!" Jen asked.

"Saving your lives!" Gwen said as she and Becky pressed the button to their chests, activating the suits as they tackled the already suited twins out of the wall as it was torn open into space with Allison following."

"Crap!" Becky shouted as they looked out to see explosions ring out all across the station before it exploded in a huge ball of fire, with them just out of range.

"Oh great," Ben said. "Just what I needed. To float in space forever."

"Hey, this is no picnic for us either, cuz," Becky said as Allison groaned as well.

"You kids need a lift?" Max's voice called out as they saw the space shuttle approach them.

"Yes, please!" Jen said.

* * *

Once inside the ship, everyone celebrated their victory over Ghostfreak and his minions.

"Mission accomplished," Max said to the smiling children. "I suppose saving the Earth beats a moonwalk any day."

"In your face, Neil Armstrong," Allison agreed.

"I still say that things would've gone a lot smoother if you four just let the two of us handle things by ourselves," Ben said.

"Guys, when will you two admit that we're just as good as the Omnitrixes?"

"Face it," Jen said. "Nothing is as good as the Omnitrixes."

"I agree!" a familiar Ectonurite shouted as black and white tentacles wrapped around the twins and they gasped.

"Ghostfreak!" Ben shouted as his nemesis phased them through the wall to the other side of the ship.

"Ben, Jen, no!" Gwen shouted.

"The two of you have merely delayed my plans, Omni Twins! Once I have full control over the Omnitrix, Earth's defenses will be powerless against me!"

As the villain monologued, Gwen, Becky and Allison noticed the lever nearby and smirked.

"Guys, sunny-side-up!" Allison shouted.

The twins looked to them and smiled in mischief.

"Smiling at your demise. I admire that."

"Oh, we're not smiling at our demise, freak!" Ben said.

"We're smiling at _yours_!"

Allison pulled the lever, opening the sun roof of the shuttle.

"Grandpa, now!" Becky shouted.

Max complied by barreling the ship around.

"Foolish children!"

That was when Ghostfreak was suddenly bathed by the sun's light and screamed in pain as he suddenly evaporated into ashes once again.

"So, have we made our point about teamwork yet?" Gwen asked as she closed the roof.

"For sure," Jen said as they suddenly felt a tremor and fell down to the ground, gravity returning.

The ship was engulfed in flame upon its re-entry to the planet's atmosphere, causing everyone to panic.

"We took on too much damage when I rammed the transmitter!" Max shouted. "The ship is breaking up!"

The ship then exploded when a green light flashed out and a certain pillbug alien alien shot down to the Earth, rolled up in its indestructible shell and flamed up in the re-entry before smashing into the ground.

Cannonbolt created a crater in the ground and unrolled himself, revealing the others safe and sound from its indestructible shell.

"...Ouch..." he groaned as the Omnitrix timed out.

"That had to hurt," Jen said as the Omnitrix timed out.

"Alright, alright," Ben said. "I guess we are pretty good at kicking butt together."

"From now on, we're a team," Jen said as she and Ben put their hands out.

"Team," Ben said.

"Team," Allison said, putting her hand in.

"Team," Becky said, doing the same.

"Team," Max said.

Gwen hesitated before putting her hand on the top. "Team."

"And the best part is, we've seen the last of Ghostfreak," Jen smiled as they saw the Omnitrixes instantly recharge with a familiar new icon on both of them.

"Ghostfreak?" Ben asked as he saw his ghost alien return to his Omnitrix.

"Oh, man," Jen said at the alien now in her watch.

"Uh, guys? Where are we?" Ben asked as he looked up to see the Great Pyramids.

"Egypt?!" Gwen asked as they saw a magical portal open in the crater and Scarlett walked out with a smile.

"You guys did good," Scarlett said.

"Oh, thank goodness you're here, Scarlett," Jen said. "We need a ride back to Cape Canaveral."

"I know," Scarlett said. "Remember, Jen. I'm your guardian angel. I'm always watching over you."

She then posed her hands together and created a portal, engulfing the team before they reappeared in front of the Kennedy Space Center as she refocused her arms and glared.

"We're so lucky to have you as a friend, Scarlett," Allison said as the warrior queen ruffled her hair.

"You are indeed," Scarlett said. "We'll be meeting again soon."

"Oh, by the way," Ben said as she opened her portal back to Cinnibar. "Drake told me to tell you he says hi."

"I'll thank him in person later," Scarlett smiled as she left.

* * *

Scarlett then reappeared back in her castle as her forces were waiting for her.

"Tough day?" Bayonetta asked as Scarlett groaned and sat down at the dinner table.

"You said it," Scarlett said. "Between having to take the Tennysons back home, taking care of castle work, managing the kingdom and looking over the other dimensions to send you guys too, I hardly have time to breathe."

"I thought I had it tough when I had to take down Zeus," Kratos smirked to her as she smiled.

"Taking down the gods is nothing compared to what I do every single day, Kratos," Scarlett said as she felt at her abdomen. "I still have nightmares about Victor Blum."

"He's gone for good, though," Avatar Korra said as she smiled at her. "You and Princess Sofia took him down yourselves."

"I know, Korra," Scarlett said with a smile. "But the PTSD never goes away. Ever."

"You'll be fine," Ryu said. "I know through experience that time doesn't heal anything."

"It just teaches us to live with the pain," Caitlyn said as Scarlett nodded. "I had my entire leg cut off in battle."

"You're not the only one who had it tough, Scarlett," Queen Elsa said. "We all did."

"Look at me," Cole said. "I nearly sacrificed my life to save my entire world from the plague."

"Enough of the chatter. Let us feast!" Sora cheered.

"Yeah!" the Scarlett Army rejoiced as soldiers young and old, boy and girl all chatted and mingled with each other as the camera panned out to show Drake smiling down at them from his perch on the castle with a smile.

* * *

 **Next time on Ben and Jen 10:**

 **The Visitor**


	38. The Visitor

**Okay, to all of my reviewers, I only ask you one simple favor. Nothing major but please... STOP SHIPPING JEN AND ALLISON!**

* * *

Somewhere in the arctic, two men were riding on snowmobiles through the snow dunes and whooping at the top of their lungs.

Suddenly, one of them gasped when they saw a slab of ice sticking out of the ground right in his path. He immediately pulled over to avoid it, causing him to crash face-first into the snow.

He removed his glasses when he suddenly felt the ground start to rumble and shift beneath him and he gasped as he fell downwards into a forming crater full of snow.

His friend immediately pulled over next to the crater and immediately laughed at his friend as he was covered in snow from head to toe

As he got his bearings, they immediately realized that inside the crater was a bunch of machines and stuff of that matter scattered throughout. It appeared underneath all of the snow was the remains of some sort of ship.

They went down into the crater to investigate when they saw some sort of pod-like structure sticking out of the wreckage. The first man brushed the snow off of the crater and it glowed green before it immediately opened to a yellow light.

The two men screamed as an alien approached from the pod and they ran away and got onto their snowmobiles and immediately left, leaving the alien standing there, clutching her head as she got her bearings.

She then glared when her most recent memory came to her. She knew that she had a mission and it must be accomplished.

"The Omnitrixes," she realized with a gasp.

* * *

In St. Louis, Missouri, the team was visiting the dog park next to the St. Louis Arch, having a good time. Gwen and Becky ran by with a cheer and a laugh as they flew their kites all through the field and Allison stood by at the basketball court, shooting some hoops with Jen as they smiled and motivated each other as she nailed it into the basket with a smile.

"Yes!" Jen said as she scored.

"Try this, Jenny," Allison said as she grabbed the ball, swiftly avoided Jenny on the court and ran to the other basket before she leaped and performed a slam dunk as Jen looked stunned.

"Wow," Jen said.

"There's a lot of courts in New York," Allison smiled as she tossed the ball to Jen.

Suddenly, Ben ran by as Wildmutt and grabbed Gwen's kite right from her, knocking her and Becky over as Gwen shouted out.

"Ben, I'm telling Grandpa!"

Becky groaned as she helped her sister up and glared at their cousin as he flew the kite by them.

Gwen took her spellbook out of her pocket and rifled through it and stuck her hand out as it glowed blue. _"Amourous Infecta."_

Suddenly, Wildmutt's body started to twinkle lightly, catching the attention of all the dogs in the park that he passed by as they sniffed a rather musky scent coming off of the alien mutt before them. They then ran away from their owners and ran towards Wildmutt.

Wildmutt suddenly gasped and took notice of the panting dogs in front of him and he whimpered before he ran off with the dogs following him as Jen and Allison walked by, joining Gwen and Becky as they watched the spectacle.

"I love it when things work out," Becky smiled as Jen groaned.

"Gwen, what did you do?"

"Just a little harmless spell," Gwen chuckled.

Scared, Wildmutt clawed his way up a tree and started hanging from a branch as he whimpered and the dogs jumped up from under him as the girls walked up.

"Don't complain, Benji," Allison smiled. "You're the one who always wants more attention."

The Omnitrix started beeping as the branch gave way from Wildmutt's weight before timing out and Ben groaned as he stood up from the impact.

"Whew," he panted. "Never thought I'd be so glad to be me again. Sorry, fidos, playtime's over.'

This did nothing to deter the dogs as they still whimpered and panted in front of him and he gulped.

"Oh, man!"

* * *

Ben, walked up to the girls, covered in dog slobber from head to toe as Gwen and Beck laughed at his misfortune. Even Jen couldn't help but giggle at that before quickly apologizing to her brother.

"Oh man," Allison said as she wiped a tear from her eye. "That is something I wouldn't wish on my worst enemy."

"Grandpa, check this out," Becky laughed.

Grandpa only looked on sadly as he saw an elderly couple walk by past his view and he sighed.

"You know, Gwen, you always tell us not to fool around with our powers," Ben said. "Why don't you do the same?"

"Yeah, I thought you were more mature than that," Jen said.

Gwen looked on at Grandpa in a bit of sadness as Ben wiped off the slobber.

"Grandpa seems pretty bummed since we showed up here," Gwen said.

"Really?" Ben asked.

"We didn't notice," Jen said as they walked up to Max as he sighed. "What's wrong, Grandpa?"

"Oh, nothing, nothing. I'm fine. I just need a little time to myself, that's all."

"No problem," Becky seethed as she and her sister grabbed the twins and pulled them away. "We'll be at the playground if you need us."

They then glared and pulled them away by the arm.

"Hey, that hurts!" Ben shouted.

"I'll be with them," Allison shrugged as she walked away.

Max only looked after them sadly.

* * *

The gang lay down in the sun overlooking the bay and Ben sighed.

"What's your problem, Gwen?" Jen asked. "That really hurt!"

"What she said!" Ben said.

"My mom told me that Grandpa and Grandma met in St. Louis," Gwen explained.

"Yeah, so?" Allison asked.

"So being here reminds him of Grandma," Becky said. "I think he's feeling lonely."

"What was your Grandma like?" Allison asked as she stood up to face the Tennyson kids.

"Don't know," Jen said. "We've never met her."

"Really?"

"Yeah," Ben said. "There's not even any pictures of her in our homes. Grandpa and our parents never talk about her or what she was like."

"Tough," Allison said. "Me and Kevin barely knew our dad before he died too."

"We know," Becky said. "I feel bad for Grandpa."

Suddenly, they heard a screaming and crying coming forward from the playground as parents picked up their kids and ran away from the sight.

The team instantly suited up and gasped when they saw the alien who stepped foot onto the playground.

She was a green reptilian creatures with a long tail and tentacles protruding from her head. She had three glowing purple eyes with stripes running from them. Her hands had four clawed fingers and she had ostrich-shaped legs and feet. She wore a blue one-piece bodysuit that accentuated her female figure.

She looked around at the area as Omni-Green and Omni-Pink glared as they approached. She then glared as her eyes glowed purple.

The Omni Twins were suddenly enveloped in a purple aura and lifted up in the air as the alien glared and went closer to them.

"The Omnitrixes. Where did you two get them?! Answer me!"

"Yeah, long story," Omni-Pink said as she and her brother dialed in the Omnitrixes and transformed into Frankenstrike (Ben) and Firefly (Jen).

"But the short answer is that it doesn't matter 'cause you're not getting them!" Frankenstrike shouted.

Firefly then shouted out as she unleashed her heat beam and Frankenstrike fired out his lightning blasts and they struck the ground by her, kicking up a ton of dust.

"Where'd she go?" Matter Girl asked.

Suddenly, all of the playground equipment was enveloped in the same purple aura and the floated up as the alien used her telekinesis to break it apart and she shouted out and tossed the fragments of wood and metal at our heroes as they all dodged around and Firefly fired out her heat ray from her tail and destroyed it.

The alien wasn't deterred as she used her telekinesis on a nearby fire hydrant and tossed the water at Firefly as she shouted out and spluttered as she landed in front of Lucky Girl and Huntress.

"Ow," she said with a wince.

"Okay, my Queen," Allison said as she lifted her up onto her four legs. "Rest time's over. Go fry the bad girl!"

"I can't," Firefly said as she lifted up her hand but nothing happened. "I'm soaked! I can't even get a spark lit!"

Suddenly, a shout was heard as Frankenstrike was tossed aside right by his sister as she flipped herself out of the way.

"You will hand over the Omnitrixes now!" the alien shouted as Lucky Girl flipped through her spellbook with a glare.

"Not on your life!"

Suddenly, a blue energy blast fired from nearby and the alien leaped out of the way as they all looked to see Max decked out in his Plumber's suit and a large blaster in his hands as he glared at the alien.

"That was your first and only warning shot! Now turn around. Slowly."

"That voice..." the alien realized as she slowly turned around to face the former Plumber. "Max?"

"Xylene?" Max asked. "Is that you?"

Frankenstrike, Firefly and the others looked on with a glance towards the alien and then towards Max.

"Did we miss something here?" Frankenstrike asked as Firefly shook herself off.

"Are these children with you?" Xylene asked.

Max only nodded his head in confirmation.

* * *

Back at the crater in the Arctic, the same two men drove by with another friend of theirs as they rode their snowmobiles up to the crater.

They got off of their snowmobiles and climbed down into the crater to investigate the machinery there as the new friend scoffed.

"I don't see any big lizard. All I see is a bunch of junk."

Suddenly, they felt a tremor sound throughout the ground they were standing on and a small part of the snow broke away to reveal one of Vilgax's robotic drones that formed shape around them and scanned around.

The men screamed out and ran away from the site as the drone stuck a cable out to the snowmobile as the three men drove away in fear. The drone took the snowmobile apart piece by piece and started to upgrade itself with the pieces.

* * *

Back at the campsite, the heroes were all gathered by the picnic table by the Rust Bucket as Ben, Jen, Gwen, Becky and Allison all looked at Max and Xylene as they conversed with each other about the old times that they had together.

"Gross, gross, gross," Allison said as she pushed her dinner away from her since it was Max's turn at the stove today.

"That lizard lady's been here for, like, three hours and she hasn't said anything to us," Ben said.

"I know," Jen said. "You'd think that we were invisible or something."

"Don't take it so personally, guys," Gwen said. "They're just catching up."

"Exactly," Becky said. "When you guys found me again, Gwen and I spent the whole day talking to each other before going shopping for me."

"So," Allison said, turning to Max and Xylene. "How'd you two meet?"

"Xylene and I go way back," Max said. "To my early days in the Plumbers. We worked a lot together in those early years."

"You even made me an honorary Plumbette," Xylene said as she showed off her badge.

"Not surprising, really," Jen admitted.

Xylene then looked down at the still-alive mealworms crawling around in the bowl and she then shot out her long, blue forked prehensile tongue out and wrapped up a bit of the grub and swallowed it down, much to the kids' disgust.

"Mmm..." she said as she munched. "Delicious."

"Well, it's nice to have somebody around here who appreciates my cooking," Max smiled.

"Why shouldn't the lizard lady like Grandpa's dinner?" Ben asked. "It was crawling on the ground an hour ago."

"Well, she is a lizard," Jen shrugged.

"So, Xylene," Max asked. "What brings you back to Earth after all these years?"

"Those," she said, pointing towards the Omnitrixes on the twins' wrists.

"We knew it!" Jen shouted as she put her hand around the Omnitrixes protectively. "She's just like all the rest!"

"Yeah!" Ben said. "She's only interested in the Omnitrixes."

"Now, just calm down, you two," Max said. "Xylene, tell them that's not true."

"Well of course it's true," Xylene scoffed. "Why wouldn't I be interested in the Omnitrixes? I'm the one who sent them to Earth."

"You did?!" the kids all asked.

"I suppose now it's story time," Becky said as Allison sighed and sat down.

"Get ready, everyone," she said. "This could take awhile."

"I was transporting the Omnitrixes," Xylene explained. "When I was attacked by our old friend."

"Vilgax," Ben realized.

Xylene only nodded in confirmation to him.

* * *

 _*Flashback*_

 _Xylene was at the controls in her ship and maneuvered around, avoiding the massive Chimera Wrath's lasers until she felt a bump as she realized that she was hit. She then aimed her laser's at the ship's hull and fired the blast that caused Vilgax's major injuries._

 _Soon, Vilgax's drones swarmed out of his ship and swarmed towards hers until she destroyed them with her lasers. A few of them managed to sneak through, however._

 _She then heard a grinding sound as she exited the control booth and realized that the drones were advancing towards her ship's entrance. She shouted out as she activated her telekinesis and destroyed one of the drones while forcing the door closed._

"Realizing I could no longer protect the Omnitrixes from Vilgax, I placed them in a special pod."

 _After doing so, she entered her sleeping pod. But just as she was about to go to sleep, she realized that the drone was burning a hole through the door._

 _But before it could break in, the Chimera Wrath fired the final blast that destroyed her ship. But it was too late._

"I jettisoned them to the planet below for safekeeping."

 _As the pod zoomed down to Earth, where it would eventually find the twins, Xylene herself and the remains of her ship crashed down at the Arctic site.  
_

"When I crashed, my body fell into a hybernative state. Until now."

* * *

"That is my story," she said.

"Well, the good news is that Vilgax is no longer a problem," Max said. "Thanks to the twins here, he's cooling his claws in the Null Void."

"Hey, we helped too, you know!" Becky said.

"Yes, yes," Xylene said before turning to her co-worker. "And I'm sure you're being modest about _your_ role in all that."

"So, since Vilgax is taken care of, I guess that means you don't need to stick around here anymore!" Ben said.

"Benjamin, that's hardly polite!" Max said.

"No, he's right," Xylene said as she reached into her pocket and pulled out a remote. She then sent out a signal from it up into the sky. "My transportation will be on its way shortly."

"In the meantime, you'll be our guest," Max said. "We'll use the time to... catch up."

"As if they haven't been doing that already," Jen whispered to her brother, who nodded in response.

"You kids wouldn't mind cleaning up, would you?" Max asked as he walked away with his old friend.

"I don't like her," Jen said, folding her arms.

"Really? I never would've guessed," Gwen said as she and Becky scoffed while Allison just looked concerned.

"She has a right to be concerned, Gwen," Ben said. "Remember what happened with Grandpa's old partner Phil?"

Jen gasped at the realization. "That's it! I'm doing an undercover investigation, Hero Style!"

She then activated her Omnitrix as Allison glared.

"Jen, these dishes aren't going to wash themselves, you know!"

"...Or will they?" Gwen asked as she pulled out her spellbook.

"Good call, sis," Becky said. "Good call."

* * *

"The youngsters," Xylene said as she and Max took a walk. "I never took you as the domestic type, Max."

"You remember Verdona, right?," Max asked. "We were together for a long while, but we never married. However, we did have two kids."

"Oh, so you got together with another Plumber after me?"

"We were partners on that mission when we had to rescue her," Max reminded her.

"Right, right," Xylene sighed. "Don't you miss your old Plumber days?"

"Well, we still get our share of excitement around here," Max smiled. "Especially since you dropped those little presents of yours into our laps."

"You haven't aged at all since I last saw you."

"Ugh, gag me," Frostblight said as she spied on them from up in the trees.

"Do you remember that night?" Xylene asked.

"How could I forget?" Max asked as they looked up at the moon.

* * *

 _*Flashback*_

 _A young Max was standing at attention by Xylene as she stood by her ship as she prepared to depart on a mission into outer space._

 _"Rumors are swirling that there's a new DNA weapon out there," she told him. "Sure you won't change your mind and come with me?"_

 _"Tempting offer, Xylene," Max said. "But until I bring down Vilgax, I've got a job to do here. But we'll always have Roswell."_

 _The two then smiled and gave each other a kiss before the Plumbette went into her ship and blasted off to parts unknown with Max staring sadly after her._

* * *

"With Vilgax out of the picture, there's nothing keeping you here any longer," Xylene told Max. "I could use your help out there, Max."

"*sigh* Another tempting offer."

"No way!" Frostblight gasped, holding her hand to her mouth in shock.

"There's something about that Osmosian girl that seemed familiar to me," she explained. "It took me awhile to figure it out, but I think I got it from reading her mind. I believe that she's the daughter of your old partner."

"Phil?"

"No, not Phil," Xylene said. "Your other old partner. What was his name? Devin Levin?"

Frostblight's eyes widened even bigger than normal.

Jen's eyes widened immediately at that.

"Devin? That was a long time ago. I genuinely didn't know that Allison and her brother were Devin's kids until you just now told me," Max said.

"That's what happens when you're a telepath," Xylene said, putting her hand to her hip.

"I've got to tell the others!" Frostblight said as she flew away from the scene.

* * *

Jen walked up to Ben, Gwen, Becky and Allison as they cleaned up the remnants of the dinner and she raised her eyebrow.

"Um..."

"Don't ask," Gwen said.

"What did you learn about Grandpa and Xylene?" Becky asked.

"Ben, we should've kicked that alien's scaly butt back to outer space when we had the chance," Jen scoffed.

"Max seems to like her, Jen," Allison said.

"Well we don't," Ben said.

"I'm just saying, you two should give her a chance."

"Right, and the next thing you know, she'll want us to call her Grandma Lizard! Forget it," Jen said.

"I've never seen you this angry," Gwen said, talking to Jen. "You saw something that upset you."

"...Yeah."

As they were talking, they didn't realize they were being watched as a visor saw the Omnitrixes on the twins' wrists and Jen gasped when she saw a laser pointer at Ben.

"Bro, look out!"

She tackled Ben out of the way of the laser blast with a shout as he hit the ground and a cloud of dust kicked up around them.

"What the!?" Allison asked as they stood up to see the same drone from the Arctic site, now upgraded with snowmobile equipment, land in front of them before stomping towards them, intent on finishing its mission.

"Crap!" Becky shouted as they ran away from the drone as it lashed out its cables towards them and they avoided it.

"Isn't that one of Vilgax's robot droids?" Gwen asked.

"Yeah, but I thought we took care of them all when we blew up his ship!" Ben said. "He's supposed to be in the Null Void!"

The robot fired out several missiles towards them and they dodged as it hit the ground they were just standing on, sending them tumbling away from it as it marched towards them.

"It must be after the Omnitrixes," Jen said.

"Let's do this, sis!" Ben shouted as the twins suited up and glared as they charged towards the drone. "You want these?!"

The twins then slammed the cores down as Ben transformed into Snare-Oh and Jen transformed into Four Arms with a shout.

"Then you'll have to take them from us!" Four Arms shouted.

She then gave out a war cry and leaped upwards before pounding down on the drone's body with a grunt of effort as Snare-Oh did the same and wrapped his appendages around the frame and pulled downwards with all of his might, taking off a few cables before doing the same to another part as his sister pounded down.

That was about the point that Max and Xylene appeared while the girls prepared themselves.

"We've got this!" Four Arms shouted to her.

"We don't need your help!"

"Oh, children, I believe you do," Xylene said as she focused and levitated herself upwards and used her telekinesis to levitate up several large chunks of earth out of the ground and tossed them at the drone, knocking it back.

Allison glared as she absorbed the rock hard ground and morphed her hands into axes as she leaped up and sliced off some machinery on the outside as she leaped around it with a grunt of effort.

Max fired his blaster at the drone as Gwen flipped through her spellbook with a glare.

 _"Emocha Objectia!"_

With those words, a blast of blue energy blasted out of her hand and hit the drone at full blast as Becky did her share as she used her spear to slice off several pieces of machinery on the drone with a shout.

Snare-Oh and Four Arms took off its legs with a grunt and they were just about to finish it off when they were suddenly enveloped in a glow of purple energy and were casually tossed aside, right into the Rust Bucket as it exploded.

The drone took advantage of the new machine it was on and sent out several tendrils and started taking the R.V. apart with no regard.

"It's taking over the Rust Bucket!" Becky shouted as Allison glared at the alien.

"I'm starting to think that the twins are right about you," she scolded.

They looked up at the giant hulking machine in front of them and gasped when it suddenly halted.

"Guys, look!"

Everyone looked back to see Four Arms and Snare-Oh doing their best to hold the machine back with their tendrils... up until they saw the giant cannon align in their direction.

"Oh come o-" Snare-Oh began as he and his sister were blasted with the cannon, the blast taking out the Rust Bucket as well.

"My baby!" Max cried.

Then, the giant machine was stalking the others as they hid behind two adjacent rocks before Max spotted the Rust Bucket's gas canister on the drone's bottom and he smiled.

"Xylene, now!" Max shouted.

Xylene then focused her telekinesis on the gas canister, levitating it in front of the drone, where Max shot it with his blaster, causing it to explode in a fiery inferno, knocking the drone back.

"We make a great team," Xylene told her old friend.

"Always did," Max smiled.

Four Arms and Snare-Oh glared and then went for the drone and started ripping it to pieces with a shout and grunt of effort as they all shouted out once they were absolutely certain that it wasn't going to come back and stopped.

"Sorry about the Rust Bucket, Grandpa," Snare-Oh said. "I guess we got a little carried away."

"Yeah," Max said. "Maybe just a little."

Xylene glared at the twins as they shrugged.

Little did they know, a certain robotic processor was still lurking in the bushes nearby.

* * *

Later on, the group was working on fixing up the Rust Bucket as best as they could as Allison brought over the door and Max screwed in the headlights.

"I guess that mecha droid was the same one that fell to Earth with you," Max theorized.

"And it seems to be doing the mechanical merge thing like the one that merged with Rojo," Gwen said as Xylene levitated over some parts.

"Apparently, they gained the ability to amalgamate mechanical devices in order to fulfill their programming," Xylene said. "Retrieving the Omnitrixes."

She walked over to Ben as Diamondhead and Jen as Water Lily as they fixed up the inside of the Rust Bucket.

"You are sure the mecha droid was destroyed?"

"Yes, we're sure the mecha droid was destroyed," Diamondhead said.

"Give us a break already," Water Lily sighed as she went outside and sliced off a tree branch that had one of the Rust Bucket parts in it.

Xylene only glared at him.

* * *

Meanwhile, at the ranger house, the ranger pulled up in his Jeep and went inside.

As his back was turned, the droid appeared and started taking the Jeep apart with its tendrils to upgrade itself again.

* * *

Back with our heroes, they were still working on fixing up the Rust Bucket and Diamondhead and water Lily started carrying parts over to Max.

"If you wanted to be truly helpful, a Galvanic Mechamorph would've been a more appropriate choice."

The twins only started blankly.

"She means Upgrade," Max explained.

"Yeah, well, you're not the boss of us, lady," Water Lily said.

"Come on guys," Max said. "Xylene probably knows a thing or two about the Omnitrixes. Maybe you should listen to her."

"You're taking her side?!" Diamondhead asked.

"You're being irrational!"

"Oh yeah?" Water Lily asked as she stomped over to the lizard alien. "Well if we're such screw-ups, why'd you send the watches to us in the first place?!"

"I didn't send _you_ the Omnitrixes. You two _found_ the Omnitrixes before they reached their intended recipients."

"What?" Diamondhead asked.

"The pod containing them veered slightly off its intended course."

The shocked Diamondhead and Water Lily exhaled sharply once they got this new information. They were having a hard time letting it sink in as Gwen and Allison walked over to comfort them.

"...We got the Omnitrixes by mistake?" Water Lily asked as said watches timed out and turned them back to human form.

"Of course, child. You didn't really believe that I would purposely send the two most powerful devices in the universe to children, did you? I was sending them to Max and hopefully your grandmother. It was merely bad luck that she wasn't around."

"I guess it would make more sense, Grandpa being a Plumber and all," Becky said.

"Not helping," Allison whispered through gritted teeth.

"Oh, well that's just great!" Ben said. "Just take them back."

"Then, you and Grandpa can just cruise around the universe like you were planning before! See if we care!" Jen shouted as she and Ben ran off.

"Ben!" Max shouted. "You three, go after them."

"Yes, sir!" Allison said as she, Gwen and Becky ran off to follow the twins.

"Did I say something wrong?" Xylene asked.

* * *

The girls found the twins sitting down on the edge of a cliff deep in thought as they stared up at the stars.

"Leave us alone, girls," Ben sighed as Gwen smiled.

"Okay, so the watches weren't meant for you two. So what? You've done a pretty good job with them so far."

"If it weren't for you two, I would still be in the Null Void," Becky reminded them.

"Guys, that's not why we're upset," Jen told them. "We can live with the fact that the watches weren't meant for us. What we're upset about is that Xylene wants Grandpa to go away with her just like before."

"Only this time... there's nothing keeping him here," Ben said as Gwen and Becky gasped in realization.

"Oh man," Allison said as they all sat down on the cliff and looked up at the stars.

"What else did you learn, Jen?" Becky asked.

"Well, it was just in bits and pieces, but I'm pretty sure that I heard something about your dad, Allison."

"Say what?" Allison asked, shocked.

"I don't know all the details, but I think that your dad and Grandpa were partners at one point."

"Yeah, I kind of figured that he led a double life," Allison said. "I just didn't know what it was... until now."

Becky then walked over and gave Allison a quick hug and a smile.

"It's fine," Allison said. "I don't really like to talk about it."

The five young heroes then looked up at the stars together.

* * *

"I'm sorry, Max," Xylene said as she and her old friend continued repairing the Rust Bucket. "I must admit these human offspring are a mystery to me. On my planet, Ringa Morr, once you hatch, you're on your own. Well, soon we won't have to worry about them."

Suddenly, they heard a whirring sound and then a familiar-looking machine drove by and glared at the group and they gasped in realization at what was before them.

"The Mecha Droid!" Xylene shouted.

She then pushed Max out of the way of the hit just before the droid swatted her with its wheel-covered tendril and she was sent barreling through a ton of trees.

"Xylene!" Max shouted.

* * *

By the cliff, the kids then gasped in realization once they heard the mechanical whirring again.

"Oh no!" Ben and Jen shouted as they all got up and the twins suited up before running for the Rust Bucket.

* * *

Max avoided the droid's swipes and slashes with all of his might as Xylene struggled in the clearing before fainting.

Worried, Max ran over to her, but that was his mistake.

The mecha droid sent out its tendrils and grabbed Max, attaching its mechanized tendrils to his Plumber's suit, using it to upgrade itself once again.

The team ran over and gasped once they saw that Max was attached to the front of the drone.

"No!" Jen shouted.

The droid then used its legs to drill itself downwards into the soil, leaving the heroes behind.

"Grandpa!" Ben shouted.

Xylene recovered and moved over to the heroes as they started arguing.

"You two said you trashed that thing!" Becky glared.

"It's not their fault, Becky," Xylene said. "We all thought it was destroyed. It doesn't matter now."

"It doesn't?" Ben asked.

"Wait," Gwen said as she put her finger to her chin. "If that thing only wants the Omnitrixes, then why'd it kidnap Grandpa?"

"Because it knows we'll go rescue him!" Jen realized.

"It's a trap!" Ben shouted.

"Exactly," Xylene said. "That's why-"

"Look, we know that you're just going to give us the 'The Omnitrixes is more important than any single being' lecture," Ben said.

"Well, it is. But-"

"But no way are we letting that living junkyard hurt our grandfather!" Jen glared.

"I agree that-"

"So you can either help us or get out of our way, because-"

Xylene had officially tired of this garbage and levitated the twins upwards in her telekinesis and attached them to two trees.

"Be quiet and listen to me for a change. You're not the only ones who care about Max. If we work together, we can save him. And the Omnitrixes."

She then deactivated her telekinesis, letting the twins go. She then stuck her hand out.

"Truce?"

Gwen, Allison and Becky put their hands on top of hers and nodded before looking to the twins.

The twins looked to each other before nodding and put their hands on top.

"Truce," the team all chorused.

"Time is of the essence," Xylene explained. "As we speak, the mecha droid is collecting more and more items, becoming stronger for its final battle with us. Where would the mecha droid have access to the most mechanical items in this area?"

"St. Louis is the largest river port in the United States," Gwen said and Ben came to a realization.

"The docks!"

"What are we waiting for? Let's get out of here!" Allison shouted as they all made way for the docks.

* * *

As they got to said river docks, the team ducked for cover behind some storage containers while "I forgot to ask," Ben asked Xylene. "Why make two Omnitrixes?"

"I didn't make them, I just sent them down to Earth," Xylene said. "It was on an assignment from their creator by name of Azmuth. He told me that they're meant to be work in tandem with each other and compliment each other's power. He also made a second one as a fail safe that should one of them fall into the wrong hands, someone could use the second one to combat them and take it back."

"Now that's the most sense I've heard all night," Gwen said as Becky cracked her joints with a glare.

"We're on it," Ben and Jen said as they activated their Omni Suits before breaking out the hoverboards.

They rode up to the mecha droid and gasped as they saw it still gathering machinery and saw Max strapped to the front of it in clear view.

"Grandpa!" Jen gasped.

"Ben, Jen, get out of here!" Max shouted. "This thing's got control of the nanotech in my Plumber's Suit!"

The droid then manipulated Max's arm to fire his arm blaster at them, which Jen immediately retaliated to by pulling up a forcefield and then she and her brother rode their hoverboards behind a shipping crate and peeked at Max again.

"Do whatever it takes to take this thing down! Even if it means taking me with it!"

"Sorry, Grandpa!" Ben shouted. "Not an option!"

"Hey, you bucket of bolts!" Jen yelled as she showed her Omnitrix. "Are these what you want?! How about a swap?! Our Grandpa for the Omnitrixes!"

"Guys, don't!"

"Relax, Grandpa. We know what we're doing!"

"We?"

That was when Gwen and Xylene flew out of the nearby warehouse door and shouted out as Gwen blasted a fire blast at the mecha droid, which barely phased it as Xylene glared.

"Max, we must stop meeting like this."

Becky then drove a forklift to the mecha droid, but it was ready this time.

It fired a blast from Max's blaster towards her, sending her crashing into a shipping crate.

"I'm going to feel that tomorrow," she groaned as she cracked her back joints back into place.

"Becky, no!" Ben shouted as he and his sister ran forwards.

The mecha droid then shot its tendrils out to the twins and brought them towards it.

Then, Allison ran by, absorbing the steel from the crates and morphed her arms into axes and sliced the tendrils apart, where Xylene caught them and brought them to an open area.

Becky brought out her spear and arrows and glared at it.

The robot tried to grab her, but she dodged and sliced off one of the tendrils towards her and she shot an arrow to it, slicing off part of the tendrils carrying Max.

"How come the droid can't absorb her spear or bow?" Gwen asked.

"Because her weapons are Stone Age! It can't absorb a rock!" Alison realized.

"Enough talk! Save Grandpa!" Becky shouted as she dodged all of the blasts from Max's suit and ran up onto the crates with a glare.

"Stay back!" Max begged.

Xylene then appeared as Allison ran over and pulled with all of her strength and Xylene pulled him away from the giant droid with a shout, before they were both sent flying backwards into a crate.

"Dang it," Ben said.

Gwen then glared as she levitated herself over and then her telekinesis charm glowed and she shouted out as she dropped a hanging crate onto the droid, crushing it.

However, the crate broke open to reveal a tank. The mecha droid disassembled the tank and used its parts to upgrade itself once again. It then grabbed Max again and strapped it to its front.

Everyone gasped in awe at the sight of that as they braced themselves for impact as the mecha droid aimed the tank's cannon at Xylene, who immediately flew away.

"You two have to destroy the original mecha droid to defeat it," she told them. "We've done all we can. It's up to you now."

"Sounds like a job for Upgrade," Ben said.

"I have a better idea," Xylene said as she reached down and typed in a code to the Omnitrixes and then a brilliant flash of green and pink light out as they transformed into two new aliens.

Ben's new alien had green skin, six sprout-like growths on the back of his head, a dark-green patch of skin on his head, light-green skin on his face and belly and a crooked teeth overbite. He has whisker like lines on his face. He also has a green tail and the Omnitrix symbol on his stomach.

Jen's new alien was a large cow-like alien with a large pink udder and a rear, despite her age. She had red fur with brown patches and two three-toed hooves for feet and large hoof-like hands. She also had a long tail with a tuft of red fur and large horns on her head with a cute cow-like snout for a face. She wore a large pink bodysuit that showed off her rather sexy figure that exposed her udder with the Omnitrix symbol on her chest.

"Oh, man, what's this thing supposed to do?" Ben asked.

"Eat it, you're going to eat it!" Xylene said.

Ben looked blankly.

"Literally eat it! That's your power!"

"Well, I am feeling kind of hungry," he said, rubbing his stomach.

"And me? How's a cow supposed to take down that machine?" Jen asked.

"You'll find out!" Xylene said. "Just charge!"

Ben then felt something strange in his mouth and shot out four green tongues that stuck to the wall and he glared.

Max felt like he was just watching his body act and fire off lasers at Gwen, Becky and Allison as they avoided and fought back.

When out of the blue, Jen came charging in and rammed the mecha droid with her horns and mooed outwards as she tackled its legs, sending it backwards as she felt something.

"Oh, I don't think that tonight's dinner was too fresh," she said as she felt her new body's four stomachs start to churn and she twitched. "No. I don't need another Stinkbomb."

Ben then flew in as his new alien and shot his tongues out and gobbled down some of the tank parts from the mecha droid with a glare as his stomach started to glow green.

"Now spit!" Xylene ordered.

Ben did as so and a green ball of energy flew out of his mouth, destroying a part of the mecha droid in an explosion.

"Cool! Exploding loogies! I've got Upchuck power!"

"Oh great! Just when I thought your aliens couldn't get any grosser!" Gwen shouted.

"Nice one, bro!" Jen smiled as she smiled to Upchuck before she felt her stomachs start to churn again and she groaned.

"Crap!" she said as she felt the wind break out, enveloping the cow alien in a cloak of flames as she shouted out and blasted off a part of the droid's legs and tank with a glare. "Great, this one's worse than Stinkbomb!"

She then looked to see a flash of the robot's reddish orange color and she felt something snap within her as an anger vein popped out of her forehead and she roared outwards and rammed it with all of her strength.

"I'll get Max!" Xylene shouted as she flew up to the mecha droid's chest. "Let go of him!"

Upchuck continued eating the robot's parts and spitting them out to destroy it with a whoop and a shout as Jen's new alien glared.

"Taste the fury of Flataurus!" she shouted as she ignited her horns in flames and then shouted out and rammed the mecha droid, sending him in a huge dent and she ripped apart its pars with her brute strength, equivalent to Four Arms herself.

"Tee-hee," Upchuck giggled. "Flataurus. Sounds like flatulence."

"Lori would have a field day with this girl," Gwen sighed, looking at the mad cow and eating alien absolutely decimate this robot they were struggling against a few minutes ago.

"Now for dessert!" Upchuck said as Flataurus ripped the head off of the mecha droid and then Upchuck ate it.

Xylene hurriedly freed Max from the robot's tendrils and then ran away as Flataurus mooed out and charged before tackling the robot into the bay, where it exploded after a few seconds.

The flame cow grabbed Upchuck and carried him over to the others and laid him down, where he spat out the mecha droid's head, and it exploded, turning to ash.

"Good job, Ben," Max said as Upchuck licked his fingers and the Omnitrixes timed out.

"Ugh, bad robot," Ben groaned. "Can I get some mouthwash or something?"

Ben then burped out a gear and covered his mouth.

"That new alien of your's is gross, but awesome," Allison said, jabbing Gwen's shoulder.

"Thanks," Jen said. "Flataurus is going to take some... getting used to."

* * *

Xylene's aircraft had landed near the now-repaired Rust Bucket and the team were now saying their goodbyes.

"Ben and I wanted to apologize to you for being such jerks before," Jen said, wringing her hands as Ben sighed.

"I guess we were just jealous of the attention you were getting from Grandpa," Ben said. "But if you make him happy, then we're happy."

"You two certainly are Tennysons, aren't you."

"Sure are," Jen smiled. She and Ben then reached for their Omnitrixes. "I don't know if-"

"Keep them," she said. "Take good care of them. Vilgax isn't the only one interested in them."

"Believe me, we know," Jen said.

"Well, you guys managed to impress another alien," Gwen said as Becky and Allison looked over them.

"I guess we should let Grandpa say goodbye," Becky said.

"Yeah. But to who?" Jen asked.

"You're not coming with me, are you?" Xylene sighed.

"It's a big galaxy out there, my friend," Max said. "But right now, those kids are my whole world."

Xylene sighed and gave Max a small smooch on the lips and he kissed her back.

"Ugh!" Gwen cringed.

"Gross!" Ben groaned.

"And this is why I'm an asexual," Allison said. "Well, this and the fact that I can absorb anyone's energy and powers even through a small kiss."

"So you're like Rogue from X-Men," Jen said.

"Yeah, pretty much."

Xylene then broke the kiss and departed upwards into her ship before looking back on the Tennyson family (and Allison) and nodded towards them.

"We'll always have Roswell," she repeated Max's words before the entry to her ship closed and she blasted off into space.

"We thought you were going to lose you, Grandpa," Ben said.

"Nope. You can't get rid of me that easily. Let's get out of here."

"Front seat!" Ben and Jen smiled. "Called it first!"

The kids then smiled and ran towards the Rust Bucket as Max looked up and saw the faint outline of the ship depart towards who knows where.

* * *

At 4 in the morning, Ben was tossing and turning in his and his sister's bed as they groaned outwards and then the camera shifted upwards into his dream.

He saw images of Max smiling upon him as he and an alien were blasted away into who knows where when the image flashed to a young woman that faintly looked like Jen kneel in a spaceship before exploding outwards into a being with purple skin and flaming hair and wings behind her with a war cry.

He started to sweat as he saw an image of Scarlett looking over Jen and saw them brawling together and shouted out as Scarlett bested Jen with a glare before dusting off. Ben looked confused and was shocked and horrified to see an image flash by of him mutating into some kind of alien monstrosity before he rushed down a teenager with mechanical arms.

Ben screamed outwards and woke up in a cold sweat as he saw his sister sleeping like a baby and then looked to see the same for Allison on the couch and Gwen and Becky in their bed.

He rubbed his eyes and decided that he couldn't sleep. He exited the Rust Bucket and put on his Omni Suit before going out to patrol St. Louis, leaving them behind as he jumped from building to building to look for any crime in the city.

He then looked and then used his enhanced leaping to get to the top of the St. Louis Arch and then he looked down upon the city when he heard a voice suddenly appear next to him.

"Beautiful view, isn't it?"

Ben then looked beside him to see a man wearing a fully neon blue battle armor with white streaks and he has cloak of nanotechnology that glows cyan and stands 5'5". He has no optics on his helmet, revealing his handsome face and bright blue eyes.

"Drake?" he asked.

"No. But the two of us are acquainted," he said with a smile before sitting down beside the young hero.

"And you are?"

"Names are a trivial pursuit, so I don't need one," he said. "You may refer to me as The Watcher. Penny for your thoughts?"

"How do you know me? How did you know I would be here?"

"They don't call me The Watcher for nothing. I've been watching you and your sister for awhile. Ever since you two were born. I knew you would come here after that nightmare that you had, my friend."

"That was the weirdest nightmare I've ever had. Weirder than the ones I had when I knew Vilgax was coming."

"Ben, my friend," the Watcher said. "I'm afraid that was no mere nightmare. I think those were visions of a possible future."

"Visions?" Ben asked, raising his eyebrow.

"It's kind of hard to explain in a way that you would understand, but it's kind of like how you suffered a temporal rift of your own reality caused by outside forces that I can't explain and your innate telepathy linked itself to that force."

"Innate telepathy?"

"Of course. It comes from the same source of power as your sister. Hers was the dominant trait from your dad whereas yours was the recessive trait."

Ben only looked on, confused.

"I thought you'd be confused. No matter," the Watcher told him as he stood up. "Just live your life, protect your loved ones and be a hero. It's your destiny."

He then prepared to leave when Ben stopped him.

"Wait, Watcher, what about those visions? I mean, they're probably going to happen sometime and I'm scared."

"Don't worry about it now. You'll find out when you're 18. I've got to go. I have places to be."

He then nodded and faded away into mist, leaving behind a very confused young hero as he looked on and departed back to his family.

* * *

 **Obviously, credit to Flataurus and The Watcher go to DragonWarrior24.**

 **Next time on Ben and Jen 10:**

 **Perfect Day**


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